S-4/A 1 tm2118980-13_s4a.htm S-4/A tm2118980-13_s4a - block - 69.9066295s
As filed with the U.S. Securities and Exchange Commission on September 15, 2021.
Registration No. 333-258205
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIFESCI ACQUISITION II CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
84-4278203
(I.R.S. Employer
Identification Number)
250 W 55th St #3401
New York, NY 10019
(646) 889-1200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Andrew McDonald
Chief Executive Officer
250 W 55th St #3401
New York, NY 10019
(646) 889-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407-4000
(212) 407-4990 – Facsimile
Ryan J. Maierson, Esq.
Thomas G. Brandt, Esq.
Erika L. Weinberg, Esq.
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
(713) 546-5400
(713) 546-5401 – Facsimile
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)          ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)     ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Amount to be
registered(1)
Maximum
Offering Price
Per Unit
Proposed maximum
aggregate offering
price(2)
Amount of
registration
fee(3)(4)
Common stock, par value $0.0001 per share
112,500,000 $ 5,516.03 $ 1
(1)
Based on the maximum number of shares of common stock, $0.0001 par value per share (“common stock”), of the registrant issuable upon a business combination (the “Business Combination”) involving LifeSci Acquisition II Corp. (“LSAQ”) and Science 37, Inc. (“Science 37”). This number is based on the 100,000,000 shares of common stock issuable as consideration in connection with the Business Combination to holders of common stock of Science 37 and securities exercisable into shares of common stock (which includes up to 11,990 shares of common stock underlying warrants exercisable to receive common stock following the conversion of warrants to purchase shares of Science 37 common stock (“Science 37 Warrants”) that are outstanding and unexercised immediately prior to the Effective Time) and securities convertible into common stock (which includes 16,430,737 shares of common stock issuable upon the exercise of options resulting from the automatic conversion of options to purchase shares of common stock of Science 37 (“Science 37 Options”) into options to purchase shares of common stock in the Business Combination) plus the maximum additional 12,500,000 earn-out shares that may be paid in certain circumstances in accordance with the terms of the Agreement and Plan of Merger, dated May 6, 2021. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.
(2)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Science 37 is a private company, no market exists for its securities, and Science 37 has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Science 37 securities expected to be exchanged in the Business Combination, including shares of Science 37 common stock issuable upon the exercise of Science 37 Options.
(3)
Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091.
(4)
Previously paid.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2021
PROPOSED MERGER
YOUR VOTE IS VERY IMPORTANT
Dear Stockholders:
You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of LifeSci Acquisition II Corp. (“LSAQ”), which will be held at [•] [•].m., Eastern Time, on [•], 2021. The Meeting will be held via teleconference using the following dial-in information:
U.S. Toll Free 1-877-211-3621
International Toll 1-719-325-2765
Participant Passcode 655 355 1080.
LSAQ is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of LSAQ’s common stock will be asked to approve, among other things, the agreement and plan of merger, dated as of May 6, 2021 (the “Merger Agreement”), by and among LSAQ, LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAQ (“Merger Sub”) and Science 37, Inc., a Delaware corporation (“Science 37”), and the other related Proposals.
Upon the closing of the transactions contemplated in the Merger Agreement, Merger Sub will merge with and into Science 37 (the “Business Combination”) with Science 37 surviving the merger as a wholly-owned subsidiary of LSAQ. In addition, in connection with the consummation of the Business Combination, LSAQ will be renamed “Science 37 Holdings, Inc.” The transactions contemplated under the Merger Agreement relating to the Business Combination are referred to in this proxy statement/prospectus as the “Business Combination” and the combined company after the Business Combination is referred to in this proxy statement/prospectus as the “Combined Company.”
Pursuant to the of the Merger Agreement, the following actions will be taken, and the following consideration will be paid, in connection with the Business Combination:
Preferred Stock.   Immediately prior to the Effective Time and subject to the consent of the holders of a majority of the then outstanding shares of Science 37’s Series A, Series B, Series C, Series D and Series D-1 redeemable convertible preferred stock, par value $0.0001 per share (collectively, the “Science 37 Preferred Stock”), voting together as a single class on an as-converted basis, each issued and outstanding share of Science 37 Preferred Stock shall be converted into shares of the common stock, par value $0.0001 per share, of Science 37 (the “Science 37 common stock”) at the then-applicable conversion rates (the “Science 37 Preferred Stock Conversion”).
Warrants.   At the Effective Time, each outstanding and unexercised warrant to purchase shares of Science 37 common stock (“Science 37 Warrant”) that is outstanding and unexercised immediately prior to the Effective Time will be converted into a warrant exercisable to receive common stock, par value $0.0001 per share, of LSAQ (the “LSAQ Common Stock”), in accordance with its terms. From and after the Effective Time: (i) each Science 37 Warrant assumed by LSAQ may be exercised solely for shares of LSAQ Common Stock; (ii) the number of shares of LSAQ Common Stock subject to each Science 37 Warrant assumed by LSAQ will be determined by multiplying (A) the number of shares of Science 37 Common Stock, or the number of shares of Science 37 Common Stock issuable upon exercise of the Science 37 Warrant that were subject to such Science 37 Warrant immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number up to the nearest whole number of shares of LSAQ Common Stock; (iii) the per share exercise price for LSAQ Common Stock issuable upon exercise of each Science 37 Warrant assumed by LSAQ will be determined by dividing the per share exercise price of Science 37 Common Stock subject to the Science 37 Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Science 37 Warrant assumed by LSAQ will continue in full force and effect and the terms and other provisions of such Science 37 Warrant will otherwise remain unchanged. The Exchange Ratio is defined in the Merger Agreement to be the quotient of (i) 100,000,000 divided by (ii) the number of shares of Science 37’s Fully Diluted Capital Stock (as defined in the Merger Agreement).
Common Stock.   At the Effective Time, following the Science 37 Preferred Stock Conversion, each share of Science 37 Common Stock (including shares of Science 37 Common Stock outstanding as a result of the Science 37 Preferred Stock Conversion, but excluding shares the holders of which perfect rights of appraisal under Delaware

law) will be converted into the right to receive such number of shares of LSAQ Common Stock equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement) and a number of Earn-Out Shares (as defined below).
Stock Options.   At the Effective Time, each outstanding option to purchase shares of Science 37 Common Stock (a “Science 37 Option”), whether or not then vested and exercisable, will be converted automatically (and without any required action on the part of such holder of outstanding option) into an option to purchase shares of LSAQ Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.
Earn-Out Shares.   Following the closing of the Business Combination, former holders of shares of Science 37 Common Stock (including shares received as a result of the Science 37 Preferred Stock Conversion) and former holders of Science 37 Options will be entitled to receive their pro rata share of up to 12,500,000 additional shares of LSAQ Common Stock (the “Earn-Out Shares”) if, within a three-year period following the signing date of the Merger Agreement, the closing share price of the LSAQ Common Stock equals or exceeds any of two thresholds over any 20 trading days within a 30-day trading period (each, a “Triggering Event”) and, in respect of a former holder of Science 37 Options, the holder continues to provide services to LSAQ or one of its subsidiaries at the time of such Triggering Event.
It is anticipated that upon completion of the Business Combination, LSAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 6.0% in the Combined Company, the PIPE Investment investors will own approximately 15.0% of the Combined Company (such that the public stockholders, including the PIPE Investment investors, would own approximately 21.0% of the Combined Company), the Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately 3.9% of the Combined Company and the Science 37 stockholders will own approximately 75.1% of the Combined Company. The ownership percentage with respect to the Combined Company does not take into account (i) the redemption of any shares by the LSAQ public stockholders or (ii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Award Plan. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the LSAQ stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”
As of September 10, 2021, there was approximately $80,121,503 in LSAQ’s trust account (the “Trust Account”).
LSAQ’s shares of common stock are listed on the Nasdaq Stock Market under the symbol “LSAQ.” On [•], 2021, the record date for the Meeting, the last sale price of the common stock was $[•].
Each stockholder’s vote is very important. Whether or not you plan to participate in the Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting at the Meeting if such stockholder subsequently chooses to participate in the Meeting.
We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 29.
LSAQ’s board of directors unanimously recommends that LSAQ stockholders vote “FOR” approval of each of the Proposals.
/s/ Andrew McDonald
Andrew McDonald
Chairman and Chief Executive Officer
LifeSci Acquisition II Corp.
[•], 2021
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
HOW TO OBTAIN ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about LSAQ that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by LSAQ with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Meeting, or no later than [•], 2021. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about LSAQ and Science 37. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither LSAQ nor Science 37 has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

 
LIFESCI ACQUISITION II CORP.
250 W 55th St., #3401
New York, NY 10019
Telephone: (646) 899-1200
NOTICE OF SPECIAL MEETING OF
LIFESCI ACQUISITION II CORP. STOCKHOLDERS
To Be Held on []
To LifeSci Acquisition II Corp. Stockholders:
NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the stockholders of LifeSci Acquisition II Corp. (“LSAQ,” “we”, “our”, or “us”), which will be held at [•].m., Eastern Time, on [•], 2021, at [•] (the “Meeting”). We will hold the Meeting via teleconference using the following dial-in information:
U.S. Toll Free 1-877-211-3621
International Toll 1-719-325-2765
Participant Passcode 655 355 1080.
During the Meeting, LSAQ’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

To consider and vote upon a Proposal to approve the transactions contemplated under the Merger Agreement, dated as of May 6, 2021 (the “Merger Agreement”), by and among LSAQ, LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAQ (“Merger Sub”) and Science 37, Inc., a Delaware corporation (“Science 37”), (the “Business Combination”), a copy of which is attached to this proxy statement/prospectus as Annex A. This Proposal is referred to as the “Business Combination Proposal” or “Proposal 1.”

To consider and vote upon a Proposal to approve the Second Amended and Restated Certificate of Incorporation of LSAQ, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Proposed Charter”) to, among other things, change LSAQ’s name to “Science 37 Holdings, Inc.,” and amend certain provisions related to authorized capital stock, the required vote to amend the charter and bylaws, and director removal, to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Charter Approval Proposal” or “Proposal 2.”

To consider and vote upon, on a non-binding advisory basis, five separate governance proposals relating to the following material differences between the Existing Charter and the Proposed Charter:
(a)
increase the number of shares of (i) common stock LSAQ is authorized to issue from 30,000,000 shares to 500,000,000 shares and (ii) preferred stock LSAQ is authorized to issue from 1,000,000 shares to 100,000,000 shares (Proposal 3A);
(b)
require the vote of at least two-thirds (66 and 2/3%) of the voting power of the then outstanding shares of voting stock of LSAQ entitled to vote at an election of directors, rather than a simple majority, to amend, alter, repeal or rescind the Combined Company’s bylaws (Proposal 3B);
(c)
require the vote of at least two-thirds (66 and 2/3%) of the voting power of the then outstanding shares of voting stock of LSAQ entitled to vote at an election of directors, rather than a simple majority, to amend, alter, repeal or rescind the Proposed Charter (Proposal 3C);
(d)
require the vote of at least two-thirds (66 and 2/3%) of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office (Proposal 3D);
(e)
remove certain provisions related to LSAQ’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (Proposal 3E);
This Proposal is referred to as the “Governance Proposals” or “Proposals 3A-3E.”
 

 

To consider and vote upon a Proposal to approve the Science 37 Holdings, Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”, a copy of which is to be attached to this proxy statement/prospectus as Annex D), to be effective on the later of the date on which it is approved by our stockholders and the closing of the Business Combination. This Proposal is referred to as the “Stock Plan Proposal” or “Proposal 4.”

To consider and vote upon a Proposal to approve the Science 37 Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”, a copy of which is to be attached to this proxy statement/prospectus as Annex E), to be effective on the later of the date on which it is approved by our stockholders and the closing of the Business Combination. This Proposal is referred to as the “ESPP Proposal” or “Proposal 5.”

To consider and vote upon a Proposal to approve: (i) for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of LSAQ Common Stock and the resulting change in control in connection with the Business Combination, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the common stock in connection with the PIPE Investment (as defined herein) upon the consummation of the Business Combination. This Proposal is referred to as the “Nasdaq Proposal” or “Proposal 6.”

To consider and vote upon a Proposal to approve the adjournment of the Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event LSAQ does not receive the requisite stockholder vote to approve the Proposals. This Proposal is called the “Adjournment Proposal” or “Proposal 7.”
The Business Combination Proposal is conditioned upon the approval of Proposal 2, Proposal 4, Proposal 5 and Proposal 6. Proposals 3, 4, 5 and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, LSAQ will not consummate the Business Combination. If LSAQ does not consummate the Business Combination and fails to complete an initial business combination by November 24, 2022, LSAQ will be required to dissolve and liquidate, unless we seek stockholder approval to amend our certificate of incorporation to extend the date by which the Business Combination may be consummated.
Approval of the Business Combination Proposal, the Governance Proposals, the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person via teleconference or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Approval Proposal will require the affirmative vote of a majority of the issued and outstanding shares of common stock.
As of [•], 2021, there were 10,011,301 shares of common stock issued and outstanding and entitled to vote. Only LSAQ common stockholders of record as of the close of business on [•], 2021 are entitled to vote at the Meeting or any adjournment of the Meeting. This proxy statement/prospectus is first being mailed to LSAQ stockholders on or about [•], 2021.
Investing in LSAQ’s securities involves a high degree of risk. See “Risk Factors” beginning on page 29 of this proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in LSAQ’s securities.
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.
Whether or not you plan to participate in the Meeting, please complete, date, sign and return the enclosed proxy card without delay in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of common stock via telephone if you subsequently choose to participate in the Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to
 

 
vote, and do not participate in the Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.
You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.
LSAQ’s board of directors unanimously recommends that LSAQ stockholders vote “FOR” approval of each of the Proposals. When you consider LSAQ’s board of directors’ recommendation of these Proposals, you should keep in mind that LSAQ’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”
On behalf of LSAQ’s board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.
By Order of the Board of Directors,
/s/ Andrew McDonald
Andrew McDonald
Chairman and Chief Executive Officer
LifeSci Acquisition II Corp.
[•], 2021
 

 
TABLE OF CONTENTS
1
3
5
14
26
27
29
66
70
94
97
99
104
109
111
112
117
120
124
147
159
166
169
170
174
187
188
193
203
208
212
218
EXPERTS 218
218
218
218
218
218
219
F-1
 
i

 
FREQUENTLY USED TERMS
Unless otherwise stated in this proxy statement/prospectus, the terms, “we,” “us,” “our” or “LSAQ” refer to LifeSci Acquisition II Corp., a Delaware corporation. Further, in this document:

“Aggregate Merger Consideration” means a number of shares of LSAQ common stock equal to the quotient of (i) $1,000,000,000, divided by (ii) $10.00.

“Board” means the board of directors of LSAQ.

“Business Combination” means the merger contemplated by the Merger Agreement.

“Certificate of Incorporation” or the “Proposed Charter” means LSAQ’s Second Amended and Restated Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex B.

“Closing Date” means the date of the consummation of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means LSAQ after the consummation of the Business Combination, renamed Science 37 Holdings, Inc.

“Combined Company Bylaws” means LSAQ’s Amended and Restated Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex C.

“common stock” or “LSAQ Common Stock” means the shares of common stock, par value $0.0001 per share, of LSAQ.

“Continental” means Continental Stock Transfer & Trust Company, LSAQ’s transfer agent.

“Effective Time” means the time at which the Business Combination becomes effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Bylaws” means LSAQ’s Bylaws.

“Existing Charter” means LSAQ’s Amended and Restated Certificate of Incorporation.

“founder shares” means the outstanding shares of common stock issued to the Sponsor for an aggregate purchase price of $25,000 on January 1, 2020.

“GAAP” means accounting principles generally accepted in the United States of America.

“HSR Act” means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Stockholders” means the Sponsor and other initial holders of common stock.

“IPO” refers to the initial public offering of 7,500,000 shares of common stock consummated on November 24, 2020.

“IRS” means the United States Internal Revenue Service.

“Merger Agreement” means that certain Merger Agreement, dated as of May 6, 2021, by and among LSAQ, Merger Sub and Science 37.

“Merger Sub” means LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAQ.

“PIPE Investment” means the issuance of 20,000,000 shares of common stock to certain investors for an aggregate of $200,000,000 in a private placement immediately prior to the closing of the Business Combination.

“Private Placement Warrants” mean the warrants issued to our Sponsor in a private placement simultaneously with the closing of our IPO.

“public shares” means shares of common stock sold in the IPO, whether they were purchased in the IPO or thereafter in the open market.

“public stockholders” means holders of public shares of common stock.

“SEC” means the U.S. Securities and Exchange Commission.
 
1

 

“Securities Act” means the Securities Act of 1933, as amended.

“Science 37” means Science 37, Inc., a Delaware corporation, prior to the consummation of the Business Combination.

“Sponsor” means LifeSci Holdings, LLC., a Delaware limited liability company.
 
2

 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of LSAQ and/or Science 37 and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Science 37” and “Business of Science 37.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the management of LSAQ and Science 37 as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by LSAQ and the following:

expectations regarding Science 37’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, backlog conversion, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and ability to invest in growth initiatives and pursue acquisition opportunities;

risks related to Science 37’s technology, intellectual property and data privacy practices;

risks related to Science 37’s reliance on third parties;

risks related to the general economic and financial market conditions; political, legal and regulatory environment; and the industries in which Science 37 operates;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the outcome of any legal proceedings that may be instituted against LSAQ or Science 37 following announcement of the Merger Agreement and the transactions contemplated therein;

the inability to complete the Business Combination due to, among other things, the failure to obtain LSAQ or Science 37 stockholder approval;

the risk that the announcement and consummation of the proposed Business Combination disrupts Science 37’s current plans;

the ability to recognize the anticipated benefits of the Business Combination;

unexpected costs related to the proposed Business Combination;

the amount of any redemptions by existing holders of common stock being greater than expected;

limited liquidity and trading of LSAQ’s securities;

geopolitical risk and changes in applicable laws or regulations;

the possibility that LSAQ and/or Science 37 may be adversely affected by other economic, business, and/or competitive factors;

operational risks;
 
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the risks that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic, may have an adverse effect on our business operations, as well as our financial condition and results of operations;

litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Science 37’s resources; and

the risks that the consummation of the Business Combination is substantially delayed or does not occur.
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of LSAQ and Science 37 prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to LSAQ, Science 37 or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, LSAQ and Science 37 undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following are answers to some questions that you, as a stockholder of LSAQ, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.
Q:
What is the purpose of this document?
A:
LSAQ, Merger Sub and Science 37 have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned common stock at the close of business on [•], 2021, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.
Q:
What is being voted on?
A:
Below are the Proposals that the LSAQ stockholders are being asked to vote on:

Proposal 1 — The Business Combination Proposal to approve the Merger Agreement and the Business Combination.

Proposal 2 — The Charter Approval Proposal to approve the Proposed Charter attached to this proxy statement/prospectus as Annex B.

Proposals 3A-3E — The Governance Proposals to approve, on a non-binding advisory basis, separate governance proposals relating to certain material differences between the Existing Charter and the Proposed Charter attached to this proxy statement/prospectus as Annex B.

Proposal 4 — The Proposal to approve the Incentive Award Plan.

Proposal 5 — The Proposal to approve the ESPP.

Proposal 6 — The Nasdaq Proposal to approve the issuance of more than 20% of the issued and outstanding shares of common stock in connection with (i) the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b), and (ii) the terms of the PIPE Investment, as required by Nasdaq Listing Rule 5635(d).

Proposal 7 — The Adjournment Proposal to approve the adjournment of the Meeting.
Q:
What vote is required to approve the Proposals?
A:
Proposal 1 — The Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by teleconference or represented by proxy and entitled to vote at the Meeting. An abstention will have the effect of a vote “AGAINST” Proposal 1. Broker non-votes will have no effect on the vote for Proposal 1.
Proposal 2 — The Charter Approval Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2.
Proposals 3A-3E — The Governance Proposals requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by teleconference or represented by proxy and entitled to vote at the Meeting. An abstention will have the effect of a vote “AGAINST” Proposals 3A-3E. Broker non-votes will have no effect on the vote for Proposals 3A-3E.
Proposal 4 — The Stock Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by teleconference or represented by proxy and
 
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entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposal 4. Broker non-votes will have no effect on the vote for Proposal 4.
Proposal 5 — The ESPP Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by teleconference or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposal 5. Broker non-votes will have no effect on the vote for Proposal 5.
Proposal 6 — The Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by teleconference or represented by proxy and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 6. Broker non-votes will have no effect on the vote for Proposal 6.
Proposal 7 — The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by teleconference or represented by proxy and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 7. Broker-non votes have no effect on the vote for Proposal 7.
Q:
Are any of the Proposals conditioned on one another?
A:
The Business Combination Proposal is conditioned upon the approval of Proposal 2, Proposal 4, Proposal 5 and Proposal 6. Proposals 2, 4, 5 and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, LSAQ will not consummate the Business Combination. If LSAQ does not consummate the Business Combination and fails to complete an initial business combination by November 24, 2022, LSAQ will be required to dissolve and liquidate, unless we seek stockholder approval to amend our certificate of incorporation to extend the date by which the Business Combination may be consummated. The Governance Proposals and the Adjournment Proposal are not conditioned on, and therefore do not require the approval of, the Business Combination Proposal and Business Combination to be effective.
Q:
What will happen in the Business Combination?
A:
At the closing of the Business Combination, Merger Sub will merge with and into Science 37, with Science 37 surviving such merger as the surviving entity. Upon consummation of the Business Combination, Science 37 will become a wholly-owned subsidiary of LSAQ. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by LSAQ’s public stockholders and the proceeds from the PIPE Investment will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.
Immediately prior to the effective time of the Business Combination (the “Effective Time”) and subject to the consent of the holders of a majority of the then outstanding shares of Science 37’s Series A, Series B, Series C, Series D and Series D-1 preferred stock, par value $0.0001 per share (collectively, the “Science 37 Preferred Stock”), voting together as a single class on an as-converted basis, each issued and outstanding share of Science 37 Preferred Stock will be converted into shares of the common stock, par value $0.0001 per share, of Science 37 (the “Science 37 Common Stock”) at the then-applicable conversion rates (the “Science 37 Preferred Stock Conversion”).
Q:
What is the consideration being paid to Science 37 security holders?
A:
Warrants.  At the Effective Time, each outstanding and unexercised warrant to purchase shares of Science 37 Common Stock (“Science 37 Warrant”) that is outstanding and unexercised immediately prior to the Effective Time will be converted into a warrant exercisable to receive common stock, par value $0.0001 per share, of LSAQ (the “LSAQ Common Stock”), in accordance with its terms. From and after the Effective Time: (i) each Science 37 Warrant assumed by LSAQ may be exercised solely for shares of LSAQ Common Stock; (ii) the number of shares of LSAQ Common Stock subject to each Science 37 Warrant assumed by LSAQ will be determined by multiplying (A) the number of shares of Science 37
 
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Common Stock, or the number of shares of Science 37 Common Stock issuable upon exercise of the Science 37 Warrant that were subject to such Science 37 Warrant immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number up to the nearest whole number of shares of LSAQ Common Stock; (iii) the per share exercise price for LSAQ Common Stock issuable upon exercise of each Science 37 Warrant assumed by LSAQ will be determined by dividing the per share exercise price of Science 37 Common Stock subject to the Science 37 Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Science 37 Warrant assumed by LSAQ will continue in full force and effect and the terms and other provisions of such Science 37 Warrant will otherwise remain unchanged. The Exchange Ratio is defined in the Merger Agreement to be the quotient of (i) 100,000,000 divided by (ii) the number of shares of Science 37’s Fully Diluted Capital Stock (as defined in the Merger Agreement).
Common Stock.  At the Effective Time, following the Science 37 Preferred Stock Conversion, each share of Science 37 Common Stock (including shares of Science 37 Common Stock outstanding as a result of the Science 37 Preferred Stock Conversion, but excluding shares the holders of which perfect rights of appraisal under Delaware law) will be converted into the right to receive such number of shares of LSAQ Common Stock equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement) and a number of Earn-Out Shares (as defined below).
Stock Options.  At the Effective Time, each outstanding option to purchase shares of Science 37 Common Stock, whether or not then vested and exercisable, will be converted automatically (and without any required action on the part of such holder of outstanding option) into an option to purchase shares of LSAQ Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.
Earn-Out Shares.  Following the closing of the merger, former holders of shares of Science 37 Common Stock (including shares received as a result of the Science 37 Preferred Stock conversion) and former holders of Science 37 stock options will be entitled to receive their pro rata share of up to 12,500,000 additional shares of LSAQ Common Stock (the “Earn-Out Shares”) if, within a three-year period following the signing date of the Merger Agreement, the closing share price of the LSAQ Common Stock equals or exceeds any of two thresholds over any 20 trading days within a 30-day trading period (each, a “Triggering Event”) and, in respect of a former holder of Science 37 stock options, the holder continues to provide services to LSAQ or one of its subsidiaries at the time of such Triggering Event.
Q:
What equity stake will current stockholders of LSAQ and Science 37 stockholders hold in the Combined Company after the closing?
A:
It is anticipated that upon completion of the Business Combination, LSAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 6.0% in the Combined Company, the PIPE Investment investors will own approximately 15.0% of the Combined Company (such that the public stockholders, including the PIPE Investment investors, would own approximately 21.0% of the Combined Company), the Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately 3.9% of the Combined Company and the Science 37 stockholders will own approximately 75.1% of the Combined Company.
The ownership percentage with respect to the Combined Company does not take into account (i) the redemption of any shares by the LSAQ public stockholders or (ii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Award Plan. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the LSAQ stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”
Q:
Are there any arrangements to help ensure that LSAQ will have sufficient funds, together with the proceeds in its Trust Account, to fund the consideration?
A:
Yes. LSAQ entered into subscription agreements, dated as of May 6, 2021, with the PIPE Investment investors pursuant to which, among other things, LSAQ agreed to issue and sell, in a private placement
 
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to close immediately prior to the closing of the Business Combination, an aggregate of 20,000,000 shares of our common stock for $10.00 per share for a total of $200,000,000. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. LSAQ will agree that it (or its successor) will file with the SEC a registration statement registering the resale of the shares purchased in the PIPE Investment and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable.
Q:
Do any of LSAQ’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?
A:
In considering the recommendation of the Board to approve the Merger Agreement, LSAQ stockholders should be aware that certain LSAQ executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of LSAQ stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 86.
Q:
When and where is the Meeting?
A:
The Meeting will take place on [•], 2021, at [•] a.m. LSAQ will be holding its special meeting as a teleconference using the following dial-in information:
U.S. Toll Free 1-877-211-3621
International Toll 1-719-325-2765
Participant Passcode 655 355 1080
Q:
Who may vote at the Meeting?
A:
Only holders of record of common stock as of the close of business on [•], 2021 may vote at the Meeting. As of [•], 2021 there were 10,011,301 shares of common stock outstanding and entitled to vote. Please see “The Meeting — Record Date; Who is Entitled to Vote” for further information.
Q:
What is the quorum requirement for the Meeting?
A:
Stockholders representing a majority of the shares of common stock issued and outstanding as of the Record Date and entitled to vote at the Meeting must be present in person by teleconference or represented by proxy in order to hold the Meeting and conduct business. This is called a quorum. Shares of our common stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present.
Q:
How will the Initial Stockholders vote?
A:
Pursuant to a letter agreement, the Initial Stockholders, who as of [•], 2021 owned 2,002,260 shares of common stock, or approximately 20% of the outstanding shares of common stock, agreed to vote their respective shares of common stock acquired by them prior to the IPO and any shares of common stock purchased by them in the open market in or after the IPO in favor of the Business Combination Proposal and related Proposals (“Letter Agreement”). The Initial Stockholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals.
In addition, in connection with the execution of the Merger Agreement, the Sponsor entered into a support agreement (the “Sponsor Support Agreement”) with LSAQ and Science 37 pursuant to which it agreed, among other things, to vote all shares of LSAQ common stock beneficially owned by it in favor of the Business Combination Proposal.
 
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As of [•], 2021, a total of 2,002,260 shares of common stock, or approximately 20% of the outstanding shares, were subject to the Letter Agreement or the Sponsor Support Agreement. As a result, only 3,003,391 shares of common stock held by the public stockholders will need to be present in person by teleconference or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at a meeting at which a quorum is present, assuming only the minimum number of shares of common stock to constitute a quorum is present, only 500,566 shares of common stock, or approximately 6.25% of the 8,009,041 shares of common stock held by the public stockholders, must vote in favor of the Business Combination Proposal for it to be approved.
Q:
How many votes do I and others have?
A:
You are entitled to one vote for each share of LSAQ’s common stock that you held as of the Record Date. As of the close of business on the Record Date, there were 10,011,301 outstanding shares of common stock.
Q:
Am I required to vote against the Business Combination Proposal in order to have my public shares redeemed?
A:
No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that LSAQ redeem your public shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of public shares for cash are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of public shares electing to exercise their redemption rights will not be entitled to receive such payments and their shares of common stock will be returned to them.
Q:
How do I exercise my redemption rights?
A:
If you are a public stockholder and you seek to have your public shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on [•], 2021 (at least two business days before the Meeting), that LSAQ redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Meeting.
Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.
LSAQ stockholders may seek to have their public shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of common stock as of the Record Date. Any public stockholder who holds shares of common stock on or before [•], 2021 (two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.
The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of common stock sold in the IPO. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of common stock for cash.
 
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Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
In the event that a holder elects to redeem its LSAQ Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of LSAQ Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular holder at the time such holder exercises his, her, or its redemption rights. See “Material U.S. Federal Income Tax Consequences — Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a holder electing to redeem its LSAQ Common Stock for cash.
Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How can I vote?
A:
If you were a holder of record of LSAQ Shares on [•], 2021, the record date for the special meeting of LSAQ stockholders, you may vote with respect to the Proposals in person at the Meeting, or by submitting a proxy by mail so that it is received prior to 9:00 a.m., Eastern Time, on [•], 2021, in accordance with the instructions provided to you under “The Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Signed and dated proxies received without an indication of how the stockholder intends to vote on a Proposal will be voted in favor of each Proposal presented to the stockholders.
Q:
If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?
A:
No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary Proposal because the holder of record has not received voting instructions from the beneficial owner.
Each of the Proposals to be presented at the Meeting is a non-discretionary Proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have the same effect as a vote against the Business Combination Proposal, and the Adjournment Proposal.
 
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Q:
What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?
A:
LSAQ will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.
Q:
If I am not going to attend the Meeting, should I return my proxy card instead?
A.
Yes. Whether you plan to attend the Meeting via teleconference or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
Can I change my vote after I have mailed my proxy card?
A:
Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Meeting in person and casting your vote by the telephone, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your shares of common stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:
Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com
Unless revoked, a proxy will be voted at the Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.
Q:
What will happen if I return my proxy card without indicating how to vote?
A:
If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of common stock represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.
Q:
Should I send in my share certificates now to have my shares of common stock redeemed?
A:
LSAQ stockholders who intend to have their public shares redeemed should send their certificates to Continental at least two business days before the Meeting. Please see “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.
Q:
Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?
A:
LSAQ will pay the cost of soliciting proxies for the Meeting. LSAQ has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. LSAQ has agreed to pay Advantage Proxy a fee of $7,500, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. LSAQ will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of common stock for their expenses in forwarding soliciting materials to beneficial owners of the common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
 
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Q:
What happens if I sell my shares before the Meeting?
A:
The Record Date for the Meeting is earlier than the date of the Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your shares of common stock after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Meeting, but will transfer ownership of the shares and will not hold an interest in LSAQ after the Business Combination is consummated.
Q:
When is the Business Combination expected to occur?
A:
Assuming the requisite regulatory and stockholder approvals are received, LSAQ expects that the Business Combination will occur as soon as possible following the Meeting.
Q:
Are Science 37’s stockholders required to approve the Business Combination?
A:
Yes. The Business Combination requires the affirmative approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, by each of (i) a majority of the outstanding shares of Science 37 Common Stock and Science 37 Preferred Stock as of immediately prior to the Effective Time, voting together as a single class on an as-converted basis, (ii) a majority of the outstanding shares of Science 37 Common Stock as of immediately prior to the Effective Time, voting together as a single class, and (iii) a majority of the outstanding shares of Science 37 Preferred Stock as of immediately prior to the Effective Time, voting together as a single class on an as-converted basis. In connection with the execution of the Merger Agreement, certain stockholders of Science 37 owning approximately 73.8% of the voting power of Science 37 entered into the Science 37 Stockholders Agreement (as defined above) with LSAQ and Science 37 pursuant to which the stockholders agreed to vote all shares of Science 37 Common Stock (including shares of Science 37 Common Stock received in connection with the Science 37 Preferred Stock Conversion) beneficially owned by them in favor of the Business Combination and related matters.
Q:
Are there risks associated with the Business Combination that I should consider in deciding how to vote?
A:
Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement, that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 28 of this proxy statement/prospectus.
Q:
May I seek statutory appraisal rights or dissenter rights with respect to my shares?
A:
No. Appraisal rights are not available to holders of shares of common stock in connection with the proposed Business Combination. For additional information, see the section titled “The Meeting — Appraisal Rights.”
Q:
What happens if the Business Combination is not consummated?
A:
If LSAQ does not consummate the Business Combination by November 24, 2022, then pursuant to Article VI of the Existing Charter, LSAQ’s officers must take all actions necessary in accordance with the Delaware General Corporation Law to dissolve and liquidate LSAQ as promptly as reasonably possible. Following dissolution, LSAQ will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro rata to holders of shares of common stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of common stock would be paid at liquidation would be approximately $10.00 per share for stockholders based on amounts on deposit in the Trust Account as of September 10, 2021. The closing price of our common stock on the Nasdaq Stock Market as of September 10, 2021 was $9.96. The Initial Stockholders waived the right to any liquidation distribution with respect to any shares of common stock held by them.
 
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Q:
What happens to the funds deposited in the Trust Account following the Business Combination?
A:
Following the closing of the Business Combination, holders of pubic shares of LSAQ exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to Science 37 to fund working capital needs of the Combined Company. As of September 10, 2021, there was approximately $80,121,503 in the Trust Account. LSAQ estimates that approximately $10.00 per outstanding public share will be paid to the investors exercising their redemption rights.
Q:
Who will manage the Combined Company after the Business Combination?
A:
As a condition to the closing of the Business Combination, all of the officers and directors of LSAQ will resign. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” in this proxy statement/prospectus.
Q:
Who can help answer my questions?
A:
If you have questions about the Meeting, the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact LSAQ’s proxy solicitor at:
Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com
You may also obtain additional information about LSAQ from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”
 
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SUMMARY OF THE PROXY STATEMENT
This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, LSAQ encourages you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.
Unless otherwise specified, all share calculations assume no exercise of the redemption rights by LSAQ’s stockholders.
The Parties to the Business Combination
LifeSci Acquisition II Corp.
LSAQ was incorporated as a blank check company on December 18, 2019, under the laws of the State of Delaware to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses, which we hereby refer to as a “target business.” Although LSAQ is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, LSAQ intends to focus on businesses operating in North America in the healthcare industry.
On November 24, 2020, LSAQ consummated its IPO of 8,009,041 shares of common stock, which included the partial exercise by the underwriter of its over-allotment option in the amount of 509,041 public shares, at $10.00 per public share, generating gross proceeds of $80,090,412. Simultaneously with the closing of the IPO, LSAQ consummated the sale of 3,146,453 Private Placement Warrants at a price of $0.90 per warrant in a private placement to the Sponsor, generating gross proceeds of $2,831,809.
After deducting the underwriting discounts, offering expenses, and commissions from the IPO and the sale of the Private Placement Warrants, a total of $80,090,412 was deposited into the Trust Account, and the remaining $844,330 of the net proceeds were held outside of the Trust Account and made available to be used for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of September 10, 2021, LSAQ had cash of $406,405 outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of September 10, 2021, there was $80,121,503 held in the Trust Account (including $31,091 of accrued interest which LSAQ can withdraw to pay taxes).
The amounts held in the Trust Account may only be used by LSAQ upon the consummation of a business combination, except that there can be released to LSAQ, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations, and up to $250,000 per year for working capital purposes. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and LSAQ’s liquidation. LSAQ executed the Merger Agreement on May 6, 2021 and it must liquidate unless a business combination is consummated by November 24, 2022.
LSAQ’s shares of common stock were listed on the Nasdaq Stock Market under the symbol “LSAQ” on July 30, 2020.
LSAQ’s principal executive offices are located at 250 W 55th St #3401, New York, NY 10019 and its telephone number is (646) 889-1200.
Science 37, Inc.
Science 37 is a Delaware company founded in September 2014. Science 37’s principal office and mailing address is 600 Corporate Pointe, Suite 320 Culver City, California 90230, its telephone number is (984) 377-3737 and its website is www.science37.com. The information contained on, or accessible through, Science 37’s website is not incorporated by reference into this proxy statement/prospectus, and you should not consider any information contained on, or that can be accessed through, Science 37’s website as part of this proxy statement/prospectus or in deciding how to vote your shares of common stock.
 
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Science 37 pioneered the concept of decentralized clinical trials (“DCTs”) with a very simple premise: that clinical trials should begin with the patient. With approximately $195 billion spent annually in biopharmaceutical research and development and approximately $60 billion spent annually in serviceable clinical trials, Science 37 is disrupting a large market. Today, Science 37 continues to be a leader in the DCT category and is the only company with significant scale with both end-to-end technology to enable DCTs and specialized networks to orchestrate trial execution.
For more information on Science 37, please see the sections titled “Information about Science 37” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Science 37.”
Merger Sub
Merger Sub is a wholly-owned subsidiary of LSAQ formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub will have merged with and into Science 37, with Science 37 surviving the merger as a wholly-owned subsidiary of LSAQ.
The Merger Agreement
On May 6, 2021, LSAQ, entered into the Merger Agreement by and among LSAQ, Merger Sub, and Science 37. Pursuant to the terms of the Merger Agreement, a business combination between LSAQ and Science 37 will be effected through the merger of Merger Sub with and into Science 37, with Science 37 surviving the merger as a wholly-owned subsidiary of LSAQ. The board of directors of LSAQ (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of LSAQ.
Treatment of Science 37 Securities
Preferred Stock.   Immediately prior to the effective time of the Business Combination (the “Effective Time”) and subject to the consent of the holders of a majority of the then outstanding shares of Science 37’s Series A, Series B, Series C, Series D and Series D-1 preferred stock, par value $0.0001 per share (collectively, the “Science 37 Preferred Stock”), voting together as a single class on an as-converted basis, each issued and outstanding share of Science 37 Preferred Stock will be converted into shares of the common stock, par value $0.0001 per share, of Science 37 (the “Science 37 Common Stock”) at the then-applicable conversion rates (the “Science 37 Preferred Stock Conversion”).
Warrants.   Prior to the Effective Time, Science 37 will use its commercially reasonable efforts to cause the holder of each outstanding and unexercised warrant to purchase shares of Science 37 Common Stock (“Science 37 Warrant”) to exercise such Science 37 Warrant in exchange for shares of Science 37 Common Stock, provided that, at the Effective Time, each Science 37 Warrant that remains outstanding and unexercised immediately prior to the Effective Time will be converted into a warrant exercisable to receive common stock, par value $0.0001 per share, of LSAQ (the “LSAQ Common Stock”), in accordance with its terms. From and after the Effective Time: (i) each Science 37 Warrant assumed by LSAQ may be exercised solely for shares of LSAQ Common Stock; (ii) the number of shares of LSAQ Common Stock subject to each Science 37 Warrant assumed by LSAQ will be determined by multiplying (A) the number of shares of Science 37 Common Stock, or the number of shares of Science 37 Common Stock issuable upon exercise of the Science 37 Warrant that were subject to such Science 37 Warrant immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number up to the nearest whole number of shares of LSAQ Common Stock; (iii) the per share exercise price for LSAQ Common Stock issuable upon exercise of each Science 37 Warrant assumed by LSAQ will be determined by dividing the per share exercise price of Science 37 Common Stock subject to the Science 37 Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Science 37 Warrant assumed by LSAQ will continue in full force and effect and the terms and other provisions of such Science 37 Warrant will otherwise remain unchanged. The Exchange Ratio is defined in the Merger Agreement to be the quotient of (i) 100,000,000 divided by (ii) the number of shares of Science 37’s Fully Diluted Capital Stock (as defined in the Merger Agreement).
 
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Common Stock.   At the Effective Time, each share of Science 37 Common Stock (including such shares of Science 37 Common Stock outstanding immediately prior to the Effective Time as a result of the Science 37 Preferred Stock Conversion, but excluding such shares the holders of which perfect rights of appraisal under applicable Delaware law) will be converted into the right to receive such number of shares of LSAQ Common Stock equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement) and a number of Earn-Out Shares (as defined below).
Stock Options.   At the Effective Time, each outstanding option to purchase shares of Science 37 Common Stock granted under the Science 37, Inc. 2015 Stock Plan (each, a “Science 37 Option”), whether or not then vested and exercisable, will be converted automatically (and without any required action on the part of such holder of outstanding Science 37 Option) into an option to purchase a number of shares of LSAQ Common Stock equal to the number of shares of Science 37 Common Stock subject to such Science 37 Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share), with a per share exercise price equal to the exercise price per share of Science 37 Common Stock of such Science 37 Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent). Notwithstanding the foregoing, in the event the per share exercise price of a Science 37 Option is greater than or equal to the cash equivalent of a number of shares of LSAQ Common Stock equal to the Exchange Ratio, subject to rounding mechanisms as described in the Merger Agreement, such Science 37 Option shall be cancelled for no consideration.
Earn-Out Shares.   Following the closing of the Business Combination, former holders of shares of Science 37 Common Stock (including such shares received as a result of the Science 37 Preferred Stock conversion) and former holders of Science 37 Options will be entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of LSAQ Common Stock (the “Earn-Out Shares”) if, within the three-year period following the Closing Date, the closing share price of the LSAQ Common Stock equals or exceeds any of two thresholds over any 20 trading days (whether consecutive or not) within a 30 consecutive trading day period (each, a “Triggering Event”), subject to, in respect of a former holder of Science 37 Options, continued services to LSAQ or one of its subsidiaries at the time of the applicable Triggering Event. If there is a change of control of LSAQ or its successor within the three-year period following the closing of the Business Combination that will result in the holders of LSAQ Common Stock receiving a per share price equal to or in excess of any Triggering Event threshold(s), then immediately prior to such change of control, any Triggering Event that has not previously occurred shall be deemed to have occurred and LSAQ shall issue the Earn-Out Shares to the former holders of shares of Science 37 Common Stock and former holders of Science 37 Options in accordance with their respective pro rata shares.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of LSAQ, Science 37 and Merger Sub with respect to, among other things, (i) entity organization, good standing and qualification, (ii) capital structure, (iii) corporate authorization to enter into the Merger Agreement, (iv) compliance with laws and permits, (v) taxes, (vi) financial statements and internal controls, (vii) real and personal property, (viii) material contracts, (ix) environmental matters, (x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii) brokers and finders.
Covenants
The Merger Agreement includes customary covenants of LSAQ, Science 37 and Merger Sub with respect to operation of their respective businesses prior to the consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for LSAQ and Science 37 to use reasonable best efforts to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination and to obtain all requisite approvals of their respective stockholders including, in the case of LSAQ, approvals of (i) the Business Combination and the adoption and approval of the Merger Agreement, (ii) the Proposed Charter, (iii) the issuance of the shares of LSAQ Common Stock under the Nasdaq listing rules and (iv) the Science 37, Inc. 2021 Incentive Award Plan and (v) the Science 37, Inc. 2021 Employee Stock Purchase Plan. LSAQ has also agreed to include in the Proxy Statement the
 
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recommendation of its board that the stockholders of LSAQ approve all of the Proposals to be presented at the special meeting (the “Meeting”).
Non-Solicitation Restrictions
LSAQ has agreed that from the date of the Merger Agreement to the Effective Time, it will not take, nor will it permit any of its affiliates or representatives to, initiate any negotiations with, or enter into any agreement with, any party which is may result in a business combination other than with Science 37.
Science 37 has agreed that from the date of the Merger Agreement to the Effective Time, it will not, and will use reasonable best efforts to cause its representatives not to, initiate any negotiations with any party, or provide non-public information or data concerning it or its subsidiaries to any party relating to, an Acquisition Proposal or Alternative Transaction (as such terms are defined in the Merger Agreement) or enter into any agreement relating to such a Proposal; however, Science 37 may initiate negotiations with any party with respect to the purchase of assets or businesses by Science 37, so long as such transaction is not an Acquisition Proposal or Alternative Transaction.
Conditions to Closing
The consummation of the Business Combination is conditioned upon, among other things, (i) receipt of the LSAQ stockholder approval and Science 37 stockholder approval, (ii) the expiration or termination of the waiting period under the HSR Act, and the receipt of all other approvals from governmental entities, (iii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the transactions contemplated by the Merger Agreement, (iv) the effectiveness of the Registration Statement under the Securities Act, (v) LSAQ having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (vi) solely with respect to LSAQ, the representations and warranties of Science 37 being true and correct to applicable standards and each of the covenants of Science 37 having been performed or complied with in all material respects and (vii) solely with respect to Science 37, (A) the representations and warranties of LSAQ being true and correct to applicable standards and each of the covenants of LSAQ having been performed or complied with in all material respects (B) the receipt of the approval for listing by Nasdaq of the shares of LSAQ Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement, (C) the effective resignations of certain directors and executive officers of LSAQ, (D) the amount of Closing Parent Cash (as defined in the Merger Agreement) being equal to or exceeding $200 million (after giving effect to any exercise of redemption rights by LSAQ stockholders and payment of the outstanding transaction expenses in full) and (E) the formation of a non-profit organization to promote diversity in clinical research and to enable the combined company to access diverse investigators and patients for clinical research, and other charitable efforts consistent with that mission.
Termination
The Merger Agreement may be terminated at any time prior to the Effective Time as follows:
(i)
by mutual written consent of LSAQ and Science 37;
(ii)
by either LSAQ or Science 37 if the other party has breached its representations, warranties, covenants or agreements in the Merger Agreement such that the conditions to closing cannot be satisfied and such breach cannot be cured within certain specified time periods, provided that the party seeking to breach is not itself in breach of the Merger Agreement;
(iii)
by either LSAQ or Science 37 if the Business Combination is not consummated by 5:00 p.m. (New York Time) on or before November 6, 2021, provided that, the failure to consummate the Business Combination by that date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied;
(iv)
by either LSAQ or Science 37 if a governmental entity shall have issued a law or final, non-appealable governmental order, rule or regulation permanently enjoining or prohibiting the consummation of the Business Combination, provided that, the party seeking to terminate cannot
 
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have breached its obligations under the Merger Agreement and such breach has proximately contributed to the governmental action;
(v)
by either LSAQ or Science 37 if the LSAQ stockholders do not approve the merger agreement at a meeting held for that purpose;
(vi)
by written notice from LSAQ to Science 37 if the Science 37 stockholders do not approve the Merger Agreement; or
(vii)
by written notice from Science 37 to LSAQ if the Board shall have publicly withdrawn, modified or changed in an adverse manner its recommendation to vote in favor of the Business Combination and other Proposals.
The Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about LSAQ, Science 37 or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about LSAQ, Science 37 or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that LSAQ makes publicly available in reports, statements and other documents filed with the SEC. LSAQ and Science 37 investors and securityholders are not third-party beneficiaries under the Merger Agreement.
Certain Related Agreements
Support Agreements.   In connection with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Support Agreement with LSAQ and Science 37 pursuant to which the Sponsor has agreed (i) to vote all shares of LSAQ Common Stock beneficially owned by it in favor of the Business Combination and related matters, (ii) to cooperate in the preparation of the Combined Company’s periodic reports and other filings that may be made after the consummation of the Business Combination and (iii) to amend the agreement relating to the Private Placement Warrants held by the Sponsor or enter into such other agreement such that they shall represent the right to receive 3,146,453 shares of LSAQ Common Stock at the Effective Time.
In addition, in connection with the execution of the Merger Agreement, certain stockholders of Science 37 owning approximately 73.8% of the voting power of Science 37 entered into the Science 37 Holders Support Agreement with LSAQ and Science 37 pursuant to which such stockholders agreed to vote all shares of Science 37 Common Stock (including shares of Science 37 Common Stock received in connection with the Science 37 Preferred Stock Conversion) beneficially owned by them in favor of the Business Combination and related matters.
Subscription Agreements/PIPE Investment.    In connection with the execution of the Merger Agreement, LSAQ entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of LSAQ Common Stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and LSAQ has agreed to sell to the Subscribers, an aggregate of 20,000,000 shares of LSAQ Common Stock, for an aggregate purchase price of $200,000,000 at $10.00 per share. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.
Amended and Restated Registration Rights Agreement.    In connection with the closing of the Business Combination, Science 37, LSAQ and certain stockholders of LSAQ and certain stockholders of Science 37 who will receive shares of LSAQ Common Stock pursuant to the Merger Agreement, will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”), which will become effective upon the consummation of the Business Combination.
 
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Lock-up Agreement and Arrangements.    In connection with the execution of the Merger Agreement, the Sponsor entered into a lock-up agreement (the “Sponsor Lock-Up Agreement”) with LSAQ, pursuant to which the Sponsor agreed, subject to certain customary exceptions, not to:
(i)
offer, pledge, sell, contract to sell or otherwise dispose of, directly or indirectly, any shares of LSAQ Common Stock or Private Placement Warrants held by it immediately after the Effective Time, or enter into a transaction that would have the same effect, whether any of such transactions are to be settled by delivery of such shares of LSAQ Common Stock, Private Placement Warrants, in cash or otherwise;
(ii)
enter into transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such shares of LSAQ Common Stock or Private Placement Warrants, whether any of such transactions are to be settled by delivery of such shares of LSAQ Common Stock, Private Placement Warrants, in cash or otherwise; or
(iii)
publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any “Short Sales” ​(as defined in the Sponsor Lock-Up Agreement) with respect to any security of LSAQ;
from the Closing Date until the date that is 180 calendar days thereafter; provided, however, that the restrictions set forth in the Sponsor Lock-up Agreement do not apply to (1) transfers or distributions to such stockholders current or former general or limited partners, managers or members, stockholders, other equityholders or other direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act) or to the estates of any of the foregoing; (2) transfers by operation of law; (3) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of such shares of LSAQ Common Stock or Private Placement Warrants so long as the plan does not provide for transfer of such shares of LSAQ Common Stock or Private Placement Warrants during the 180-calendar day period; (4) gifts to a charitable organization; (5) transfers in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder; (6) transfers to LSAQ or Science 37; (7) transfers to (A) LSAQ’s or Science 37’s officers or directors or (B) any affiliates or family members of LSAQ’s or Science 37’s officers or directors; (8) the exercise of warrants to purchase shares of LSAQ Common Stock and any related transfer of shares of LSAQ Common Stock in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of warrants or (B) for the purpose of paying the exercise price of such warrants or for paying taxes due as a result of the exercise of such warrants, it being understood that all shares of LSAQ Common Stock received upon such exercise or transfer will remain subject to the restrictions set forth in the Sponsor Lock-Up Agreement during the 180-calendar day period, or (9) transactions relating to shares of LSAQ Common Stock or Private Placement Warrants acquired in open market transactions, in each of clauses (1), (2), (3), (4) and (7), where the transferee agrees to be bound by the terms of the Sponsor Lock-Up Agreement. Notwithstanding the foregoing, if after consummation of the Business Combination, there is a “Change of Control” of LSAQ (as defined in the Sponsor Lock-up Agreement), all of the shares of LSAQ Common Stock and the Private Placement Warrants, in each case, subject to the restrictions set forth in the Sponsor Lock-Up Agreement will be automatically released from such restrictions.
In addition, in connection with the closing of the Business Combination, LSAQ will amend its Existing Bylaws so that current stockholders of Science 37 who will receive LSAQ Common Stock as a result of the Business Combination will be similarly restricted. Please see the Combined Company Bylaws attached to this proxy statement/prospectus as Annex C.
Indemnification Agreements.   At the Effective Time, LSAQ has agreed to enter into customary indemnification agreements, in form and substance reasonably acceptable to Science 37, with the directors and executive officers of the Combined Company.
Director Nomination Agreement.    Immediately prior to the Effective Time, LSAQ and certain stockholders of Science 37 will enter into a Director Nomination Agreement, pursuant to which each party will agree that the board of directors of the Combined Company (the “Post-Combination Board”) will initially consist of at least seven members, one of which will be appointed by LSAQ pursuant to the Merger
 
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Agreement, and the remainder of which will be appointed by Science 37. The initial Post-Combination Board will be comprised of the following: one director to be designated by LSAQ, the Chief Executive Officer of the Combined Company immediately following the closing of the Business Combination, John W. Hubbard (who meets the independence requirements under Rule 10A-3 promulgated under the Exchange Act with respect to service on the audit committee of the Post-Combination Board), Neil Tiwari, one independent director to be designated by certain affiliates of Redmile Group, LLC, one independent director to be designated by certain affiliates of Lux Capital Management, LLC and one independent director to be designated by Pharmaceutical Product Development, LLC. The Director Nomination Agreement will also provide, among other things, that from and after the closing of the Business Combination and until such time as it holds less than 10.0% of the issued and outstanding shares of common stock of the Combined Company, each of these LSAQ stockholders will be entitled to nominate one person for election as a director of the Post-Combination Board at the applicable meeting of the stockholders of the Combined Company, and subject to the Post-Combination Board’s fiduciary duties, the Post-Combination Board will recommend these directors for stockholder approval.
Regulatory Approvals
Under the HSR Act and the related rules and regulations issued by the Federal Trade Commission (the “FTC”), certain transactions, including the Business Combination, may not be consummated until notifications have been given and specified information and documentary material have been furnished to the FTC and the United States Department of Justice (the “DOJ”) and the applicable waiting periods have expired or been terminated. The completion of the Business Combination is conditioned upon the expiration or early termination of the HSR Act waiting period. We and Science 37 have filed our respective notification and report forms under the HSR Act with the DOJ and the FTC. The initial 30-day waiting period expired on June 21, 2021. See the section entitled “Proposal 1 — The Business Combination Proposal — The Merger Agreement — Covenants” for additional information.
Management
Effective as of the closing of the Business Combination, the Post-Combination Board will have at least seven directors, one of which will be appointed by LSAQ pursuant to the Merger Agreement, and the remainder of which will be appointed by Science 37 and certain stockholders of Science 37. Effective as of the closing of the Business Combination, all of the executive officers of LSAQ immediately prior to the closing of the Business Combination shall resign and the individuals serving as executive officers of the Combined Company immediately after the closing of the Business Combination will be the same individuals (in the same offices) as those of Science 37 immediately prior to the closing of the Business Combination.
See “Directors and Executive Officers of the Combined Company after the Business Combination” for additional information.
Voting Securities
As of the Record Date, there were 10,011,301 shares of LSAQ Common Stock issued and outstanding. Only LSAQ stockholders who hold shares of LSAQ Common Stock of record as of the close of business on [•], 2021 are entitled to vote at the Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Governance Proposals (on an advisory basis), the Stock Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of LSAQ Common Stock present in person by teleconference or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Approval Proposal will require the affirmative vote of a majority of the issued and outstanding shares of LSAQ Common Stock.
Attending the Meeting either in person by teleconference or by submitting your proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the Proposals, other than the Charter Approval Proposal, for which it will have the same effect as voting against the Proposal.
 
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As of [•], 2021, a total of 2,002,260 shares of common stock, or approximately 20% of the outstanding shares, were subject to the Letter Agreement or, the Sponsor Support Agreement pursuant to which holders have agreed to vote their respective shares of common stock in favor of each of the Business Combination Proposal. As a result, only 3,003,391 shares of common stock held by the public stockholders will need to be present in person by teleconference or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at a meeting at which a quorum is present, assuming only the minimum number of shares of common stock to constitute a quorum is present, only 500,566 shares of common stock, or approximately 6.25% of the outstanding shares of the common stock held by the public stockholders, must vote in favor of the Business Combination Proposal for it to be approved.
Appraisal Rights
Appraisal rights are not available to holders of shares of LSAQ Common Stock in connection with the proposed Business Combination under Delaware law.
Redemption Rights
Pursuant to the Existing Charter, holders of public shares of LSAQ Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares of common stock. As of September 10, 2021, this would have amounted to approximately $10.00 per share.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
hold public shares; and
(ii)
prior to 5:00 p.m., Eastern Time, on [•], 2021, (a) submit a written request to Continental that LSAQ redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.
If a holder of LSAQ Common Stock exercises his or her redemption rights, then such holder will be exchanging his or her public shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.
Ownership of the Post-Business Combination Company After the Closing
It is anticipated that, upon the closing of the Business Combination, under the “no redemptions” scenario, LSAQ’s public stockholders (other than the investors in the PIPE Investment) would retain an ownership interest of approximately 6.0% in the Combined Company, the investors in the PIPE Investment would own approximately 15.0% of the Combined Company (such that public stockholders, including investors in the PIPE Investment, would own approximately 21.0% of the Combined Company), the Sponsor, officers, directors and other holders of founder shares would retain an ownership interest of approximately 3.9% in the Combined Company and the Science 37 stockholders would own approximately 75.1% of the outstanding common stock of the Combined Company.
Under the “maximum redemptions” scenario, LSAQ’s public stockholders (other than the investors in the PIPE Investment) would retain an ownership interest of approximately 0.4% in the Combined Company, the investors in the PIPE Investment would own approximately 15.9% of the Combined Company (such that public stockholders, including investors in the PIPE Investment, would own approximately 16.3% of the Combined Company), the Sponsor, officers, directors and other holders of founder shares would retain an ownership interest of approximately 4.1% in the Combined Company and the Science 37 stockholders would own approximately 79.6% of the outstanding common stock of the Combined Company.
 
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The following summarizes the pro forma ownership of common stock following the Business Combination and the PIPE Investment under both the “no redemption” and “maximum redemptions” scenarios:
Equity Capitalization Summary
Scenario 1
Assuming No
Redemption
Scenario 2
Assuming Maximum
Redemptions
Shares
%
Shares
%
LSAQ Initial Stockholders(1)
2,002,260 1.5% 2,002,260 1.6%
Shares from Conversion of LSAQ Private Warrants(2)
3,146,453 2.4% 3,146,453 2.5%
LSAQ Public Stockholders(3)
8,009,041 6.0% 456,414 0.4%
Science 37 Rollover Shares
100,000,000 75.1% 100,000,000 79.6%
PIPE Shares(4)
20,000,000 15.0% 20,000,000 15.9%
Total common stock
133,157,754 100.0% 125,605,127 100.0%
(1)
In Scenario 1 and Scenario 2, the 2,002,260 founder shares outstanding are subject to certain share-performance-based vesting provisions pursuant to which 50% of the founder shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of shares of LSAQ common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, LSAQ consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of LSAQ common stock for cash, securities or other property.
(2)
In connection with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Support Agreement with LSAQ and Science 37 pursuant to which the Sponsor agreed, among other things, to amend the agreement relating to the Private Placement Warrants held by the Sponsor or enter into such other agreement such that they shall represent the right to receive 3,146,453 shares of LSAQ Common Stock at the Effective Time.
(3)
Under Scenario 2, assumes redemptions of 7,552,627 shares of LSAQ common stock for aggregate redemption payments of $75.5 million using a per-share redemption price of $10.00.
(4)
In Scenario 1 and Scenario 2, assumes the PIPE Investment is consummated in accordance with its terms for aggregate proceeds of $200.0 million in connection with the issuance of 20,000,000 shares of LSAQ common stock issued to the investors in the PIPE Investment.
In addition to the changes in percentage ownerships depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming stockholders.
 
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Assuming No
Redemption
Assuming 25%
Redemptions
Assuming 50%
Redemptions
Assuming 75%
Redemptions
Assuming
Maximum
Redemptions
Number of
Shares
Book Value per
Share
Number of
Shares
Book Value per
Share
Number of
Shares
Book Value per
Share
Number of
Shares
Book Value per
Share
Number of
Shares
Book Value per
Share
Base Scenario(1)
110,011,301 $ 0.16 107,694,906 $ (0.01) 105,797,358 $ (0.19) 103,899,809 $ (0.37) 102,421,106 $ (0.56)
Conversion of
LSAQ
Warrants(2)
113,157,754 $ 0.16 110,841,359 $ (0.01) 108,943,811 $ (0.18) 107,046,262 $ (0.36) 105,567,559 $ (0.54)
Issuance of PIPE Shares(3)
130,011,301 $ 1.49 127,694,906 $ 1.37 125,797,358 $ 1.24 123,899,809 $ 1.11 122,421,106 $ 0.97
(1)
Represents the Aggregate Merger Consideration, founder shares and the public shares less any redemptions described above.
(2)
Represents the Base Scenario plus the conversion of Private Placement Warrants held by the Sponsor into the right to receive 3,146,453 shares of common stock at the Effective Time.
(3)
Represents the Base Scenario plus the issuance of 20,000,000 of PIPE Shares to PIPE Investors.
LSAQ paid LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. an aggregate amount of $1,601,808 as underwriting fees in connection with the IPO. The following table presents the underwriting fee as a percentage of the aggregate proceeds from the IPO across varying redemption scenarios:
Assuming No Redemption
Assuming 25% Redemptions
Assuming 50% Redemptions
Assuming 75% Redemptions
Assuming Maximum
Redemptions
Number of
Shares
Remaining
Fee as a % of
IPO
Proceeds
(net of
Redemptions)
Number of
Shares
Remaining
Fee as a % of
IPO
Proceed
(net of
Redemptions)
Number of
Shares
Remaining
Fee as a % of
IPO
Proceeds
(net of
Redemptions)
Number of
Shares
Remaining
Fee as a % of
IPO
Proceeds
(net of
Redemption)
Number of
Shares
Remaining
Fee as a % of
IPO
Proceeds
(net of
Redemptions)
8,009,041 2.0% 5,664,470 2.83% 3,776,314 4.24% 1,888,157 8.48% 456,414 35.1%
Interests of Certain Persons in the Business Combination
When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that LSAQ’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

If an initial business combination is not completed by the date that is 24 months from the closing of the IPO, or November 24, 2022, LSAQ will be required to liquidate. In such event, 2,002,260 shares of common stock held by the Sponsor, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such shares of common stock had an aggregate market value of approximately $20,222,826 based on the closing price of the shares of common stock of $10.10 on The Nasdaq Capital Market as of May 25, 2021.

If an initial business combination is not completed prior to November 24, 2022, LifeSci Capital LLC will not be entitled to a fee of $2,102,373 pursuant to that certain business combination marketing agreement, dated November 20, 2020, by and between LSAQ, LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. (the “Business Combination Marketing Agreement”), and the Sponsor and LSAQ’s executive officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the IPO and the concurrent private placement of the Private Placement Warrants not deposited in the Trust Account.

The exercise of LSAQ’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interests.

If the Business Combination with Science 37 is completed, pursuant to the Director Nomination Agreement, the Sponsor and certain other LSAQ stockholders will have a right to designate one (1) director of the Combined Company Board.
 
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Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, to amend the agreement relating to the Private Placement Warrants held by the Sponsor or enter into such other agreement such that, subject to consummation of the Business Combination, they will represent the right to receive 3,146,453 shares of common stock at the Effective Time. The Sponsor purchased the Private Placement Warrants from LSAQ at a price of $0.90 per Private Placement Warrant for an aggregate purchase price of $2,831,809. As a result, if so converted, the Sponsor may earn a positive rate of return on their investment in Private Placement Warrants, even if other LSAQ stockholders experience a negative rate of return in the Combined Company. The conversion of the Private Placement Warrants would also have a dilutive effect on existing stockholders of LSAQ. See “— Ownership of the Post-Business Combination Company After the Closing” for a summary of the book value of common stock following the Business Combination under various redemption scenarios. If a business combination is not consummated by November 24, 2022, the Private Placement Warrants will expire worthless.

That LifeSci Venture Partners II, LP, a fund that is advised by an affiliate of the Sponsor and an existing investor of Science 37, has entered into a Subscription Agreement with the Company, pursuant to which the affiliate has committed to purchase 100,000 shares of common stock in the PIPE Investment for an aggregate commitment of approximately $1,000,000.

LifeSci Venture Partners, an affiliate of the Sponsor, holds approximately 1.9% of the voting power of Science 37’s capital stock on a fully diluted basis. Andrew McDonald and Michael Rice are general partners and David Dobkin is a limited partner of LifeSci Venture Partners.
See “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.
Anticipated Accounting Treatment
The Business Combination will be accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting LSAQ will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the Science 37 Shareholders are expected to have a majority of the voting power of the Combined Company, Science 37 will comprise all of the ongoing operations of the Combined Company, Science 37 will comprise a majority of the governing body of the Combined Company, and Science 37’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Science 37 issuing shares for the net assets of LSAQ, accompanied by a recapitalization. The net assets of LSAQ will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Science 37.
Recommendations of the Board and Reasons for the Business Combination
After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, LSAQ and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by Science 37. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that LSAQ stockholders vote:

FOR the Business Combination Proposal;

FOR the Charter Approval Proposal;

FOR the Governance Proposals;

FOR the Stock Plan Proposal;

FOR the ESPP Proposal;

FOR the Nasdaq Proposal; and

FOR the Adjournment Proposal.
 
24

 
Summary Risk Factors
In evaluating the Business Combination and the Proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “Science 37” generally refer to Science 37 in the present tense or to the Combined Company from and after the Business Combination.
The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing LSAQ’s, Science 37’s and/or the Combined Company’s business.
Risks Related to Science 37’s Business

Science 37 has a limited operating history on which to assess the prospects for Science 37’s business, Science 37 has generated limited revenue from sales of Science 37’s products and related services, and Science 37 has incurred losses since inception. Science 37 anticipates that it will continue to incur significant losses for at least the next several years as it continues to commercialize its existing products and services and seeks to develop and commercialize new products and services.

Science 37 has incurred significant losses since inception. As such, you cannot rely upon its historical operating performance to make an investment or voting decision regarding Science 37.

Science 37 may need to raise additional funding to strengthen its core business, expand into additional markets, and extend the reach of its operating system. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force Science 37 to delay, limit or terminate Science 37’s product commercialization or development efforts or other operations.

The potential loss or non-renewal of Science 37’s contracts, any delay in its customers’ clinical trials or non-payment by its customers for services that Science 37 has performed, could negatively affect its business, results of operations and financial results.

Science 37’s business depends on the continued effectiveness and availability of its information systems, including the information systems Science 37 uses to provide its services to its customers, and failures of these systems may materially limit its operations.

Science 37 relies on third parties for important products, services and licenses to certain technology and intellectual property rights, and there might be problems with such products or services or it might not be able to continue to obtain such products, services and licenses.
Risks Related to the Combined Company’s Common Stock and Science 37 Operating as a Public Company

Science 37 expects to incur increased costs and obligations as a result of being a public company.

The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

Volatility in the Combined Company’s share price could subject the Combined Company to securities class action litigation.
Risks Related to LSAQ’s Business and the Business Combination

You must tender your shares of common stock in order to validly seek redemption at the Meeting.

If third parties bring claims against LSAQ, the proceeds held in trust could be reduced and the per-share liquidation price received by LSAQ’s stockholders may be less than $10.00.

Any distributions received by LSAQ stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, LSAQ was unable to pay its debts as they fell due in the ordinary course of business.

LSAQ will be forced to liquidate the Trust Account if it cannot consummate a business combination by the date that is 24 months from the closing of the IPO, or November 24, 2022. In the event of a liquidation, LSAQ’s public stockholders will receive $10.00 per share.
 
25

 
SELECTED HISTORICAL FINANCIAL DATA OF LSAQ
LSAQ’s consolidated statement of operations data for the period from December 18, 2019 (inception) through June 30, 2020 and the year ended June 30, 2021 and consolidated balance sheet data as of June 30, 2020 and June 30, 2021 are derived from LSAQ’s consolidated audited financial statements included elsewhere in this registration statement.
The historical results of LSAQ included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of LSAQ. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LSAQ” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
Statement of Operations Data:
For the
Period from
December 18, 2019
(inception)
through
June 30,
2020
Year
Ended
June 30, 2021
Revenues
$ $
Loss from operations
(1,000) (591,846)
Interest earned on investments held in Trust Account
30,397
Net (loss)
(1,000) (561,449)
Weighted average shares outstanding – basic and diluted, redeemable common stock
8,009,041
Basic and diluted net income per share, redeemable common stock
0.00 0.00
Weighted average shares outstanding – basic and diluted, non-redeemable common stock
1,875,000 1,951,216
Basic and diluted net loss per share, non-redeemable common stock
0.00 (0.29)
Balance Sheet Data:
As of
June 30,
2020
As of
June 30, 2021
Working capital (deficit)
$ (4,000) $ 405,463
Trust Account
80,120,809
Total assets
53,000 80,658,077
Total liabilities
29,000 131,805
Value of common stock subject to redemption
75,526,270
Stockholders’ equity
24,000 5,000,002
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SCIENCE 37
The following table contains selected historical consolidated financial data of Science 37 as of and for the six months ended June 30, 2021 and 2020 and as of and for the years ended December 31, 2020 and 2019. Such data as of and for the six months ended June 30, 2021 and 2020 have been derived from the unaudited financial statements of Science 37, and such data as of and for the years ended December 31, 2020 and 2019 have been derived from the audited financial statements of Science 37, each of which are included elsewhere in this proxy statement/prospectus.
Science 37’s historical results are not necessarily indicative of the results to be expected in the future or for any full year period. The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Science 37,” and Science 37’s audited and unaudited financial statements and notes thereto included elsewhere in this proxy statement/prospectus.
Six Months Ended
June 30,
Year Ended
December 31,
2021
2020
2020
2019
Consolidated Statement of Operations and Comprehensive Loss:
Revenues:
Revenues (including amounts with related parties)
$ 24,985,827 $ 5,957,796 $ 23,704,219 $ 14,080,998
Operating expenses:
Cost of revenues (including amounts with related parties)
15,927,664 3,878,171 22,597,361 7,852,390
Selling, general and administrative
20,545,189 11,568,893 28,351,709 22,012,162
Depreciation and amortization
3,273,069 2,020,623 4,446,670 3,343,802
Restructuring costs
699,473 771,942
Total operating expenses
39,745,922 18,167,160 56,167,682 33,208,354
Loss from operations
(14,760,095) (12,209,364) (32,463,463) (19,127,356)
Other income:
Interest income
1,272 74,465 77,229 625,608
Sublease income (including amounts with related parties)
213,918 464,588 709,283
Other income
4,258 4,193 2,867 32,972
Total other income
219,448 543,246 789,379 658,580
Net loss and other comprehensive loss
$ (14,540,647) $ (11,666,118) $ (31,674,084) $ (18,468,776)
Loss per share:
Basic and diluted
$ (4.22) $ (1.38) $ (3.86) $ (2.22)
Weighted average common shares outstanding:
Weighted average shares used to
compute basic and diluted net loss per
share
3,446,123 8,425,655 8,197,409 8,310,604
 
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Balance Sheet Data:
June 30,
2021
December 31,
2020
2019
Total assets
$ 44,068,144 $ 57,031,226 $ 40,327,720
Total liabilities
19,605,056 20,080,293 8,029,973
Total preferred stock and stockholders’ deficit
24,463,088 36,950,933 32,297,747
 
28

 
RISK FACTORS
You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making a decision on the Business Combination. Risks related to Science 37, including risks related to Science 37’s business, financial position and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.
Risks Related to Science 37’s Limited Operating History and Early Stage of Growth
Science 37 has a limited operating history on which to assess the prospects for Science 37’s business, Science 37 has generated limited revenue from sales of Science 37’s products and related services and Science 37 has incurred losses since inception. Science 37 anticipates that it will continue to incur significant losses for at least the next several years as it continues to commercialize its existing products and services and seeks to develop and commercialize new products and services.
Since inception, Science 37 has devoted substantially all of its financial resources to develop its products and related services. Science 37 has financed its operations primarily through the issuance of equity securities. Science 37 has generated limited revenue from the sale of its products and services to date and have incurred significant losses. Science 37 has incurred net losses of $14,540,647 in the six months ended June 30, 2021 and $31,674,084 and $18,468,776 in the years ended December 31, 2020 and 2019, respectively. Science 37’s accumulated deficit as of June 30, 2021 was $122,287,890. These losses and accumulated deficit reflect the substantial investments Science 37 made to acquire new clients and partners and to develop its Decentralized Clinical Trial Operating System (the “DCT OS”). Science 37’s ability to generate revenue and achieve profitability and sustain or increase profitability depends upon its ability to accelerate and expand the commercialization of its products and service offerings in line with the demand from new partnerships and its business strategy. Science 37 may be unable to achieve any or all of these goals.
The amount of Science 37’s future net losses will depend, in part, on sales and on-going development of its products and related services, the rate of its future expenditures and its ability to obtain funding through the issuance of the Company’s securities, strategic collaborations or grants. Science 37 expects to continue to incur significant losses for at least the next several years as it continues to commercialize its existing products and services and seeks to develop and commercialize new products and services. Science 37 anticipates that its expenses will increase substantially if and as Science 37:

continues to develop its products and services;

continues to build its sales, marketing and distribution infrastructure to commercialize its products and services;

seeks to identify, assess, acquire, license and/or develop other products and services and subsequent generations of its current products and services;

seeks to maintain, protect and expand its intellectual property portfolio;

seeks to attract and retain skilled personnel; and

supports its operations as a public company.
Science 37’s ability to generate future revenue from product and service sales depends heavily on its success in many areas, including, but not limited to:

launching and commercializing current and future products and services, either directly or in conjunction with one or more collaborators;

maintaining clinical and economical value for end-users and customers in changing environments;

addressing any competing technological and market developments;

developing and marketing new products or services or entering new markets that complement or expand its existing business;
 
29

 

negotiating favorable terms in any collaboration, licensing or other arrangements into which Science 37 may enter; and

maintaining, protecting and expanding its portfolio of intellectual property rights, including patents, trade secrets and know-how.
The Notes to Science 37’s financial statements for the three and six months ended June 30, 2021 contain explanatory language that substantial doubt exists about Science 37’s ability to continue as a going concern without raising additional capital. Based upon its current and projected cash flow, Science 37 concluded there is substantial doubt about its ability to continue as a going concern within one year from the date that such financial statements were originally issued. If the Business Combination and the PIPE Investment are not consummated, Science 37 will need to raise additional capital in order to continue to operate its business, and if it is unable to obtain sufficient financing, then it would, in all likelihood, experience severe liquidity problems and may have to curtail its operations.
Science 37 has experienced rapid growth and expects to invest in growth for the foreseeable future. If Science 37 fails to manage its growth effectively, its business, operating results and financial condition would be adversely affected.
Science 37 has experienced rapid growth and expansion of its operations. Science 37’s revenues, customer count, employee count, product and service offerings, geographies of operation, and computing infrastructure needs have all increased significantly, and Science 37 expects them to increase in the future. As Science 37 continues to grow, both organically and through acquisitions, Science 37 must effectively integrate, develop, and motivate an increasing number of employees, while executing its growth plan and maintaining the beneficial aspects of its culture. Any failure to preserve Science 37’s culture could negatively affect its future success, including its ability to attract and retain highly qualified employees and to achieve its business objectives.
Science 37’s rapid growth has placed, and will continue to place, a significant strain on its management capabilities, administrative and operational infrastructure, facilities, IT and other resources. Science 37 anticipates that additional investments in its computing infrastructure and facilities will be required to scale its operations. To effectively manage growth, Science 37 must continue to improve its key business applications, processes and computing infrastructure; enhance information and communication systems, and ensure that its policies and procedures evolve to reflect its current operations and are appropriately communicated to and observed by employees. These enhancements and improvements will require additional investments and allocation of valuable time, effort and expense. Failure to effectively manage growth could result in difficulty or delays in deploying Science 37’s solutions, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact its business performance and results of operations.
Science 37 may experience significant quarterly and annual fluctuations in its results of operations due to a number of factors.
Science 37’s quarterly and annual results of operations may fluctuate significantly due to a variety of factors, many of which are outside of its control. This variability may lead to volatility in Science 37’s stock price as investors and research analysts respond to quarterly fluctuations. In addition, comparing Science 37’s results of operations on a period-to-period basis, particularly on a sequential quarterly basis, may not be meaningful. You should not rely on Science 37’s past results as an indication of its future performance.
Factors that may affect Science 37’s results of operations include, but are not limited to, fluctuations in its quarterly volume of bookings, fluctuations in its backlog conversion rate, and variability in the types of clinical trials for which Science 37 is awarded contracts. For example, certain clinical trials may require significant upfront expenditures by Science 37 for patient recruitment. These expenditures may not always be recouped from Science 37’s customers, which could adversely affect Science 37’s revenue and its gross margins. The revenue Science 37 derives from the contracts for such clinical trials could therefore be heavily concentrated in one quarterly period, while revenue from contracts for other clinical trials may be more evenly spread across the term of the contract. Booking one or more trials with revenue heavily concentrated in one quarter could cause a temporary spike in Science 37’s quarterly results, which would
 
30

 
not be repeated if Science 37 booked fewer or no such trials in subsequent quarters. The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect Science 37’s quarterly and annual results of operations.
Science 37 may need to raise additional funding to strengthen its core business, expand into additional markets, and extend the reach of its operating system. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force Science 37 to delay, limit or terminate Science 37’s product commercialization or development efforts or other operations.
Science 37’s operations have consumed substantial amounts of cash since inception. Science 37 expects to expend substantial additional amounts to strengthen its core business, expand into additional markets, and extend the reach of its operating system. Science 37 expects to use the funds received in connection with the Business Combination to scale its operations, develop new products and services, expand internationally, and for working capital and general corporate purposes. Science 37 may require additional capital to expand the commercialization of Science 37’s existing products and services and to develop new products and services. In addition, Science 37’s operating plans may change as a result of many factors that may currently be unknown to Science 37 , and Science 37 may need to seek additional funds sooner than planned.
Science 37 cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to it, if at all. Moreover, the terms of any future financing may adversely affect the holdings or the rights of Science 37’s stockholders and the issuance of additional securities, whether equity or debt, by Science 37, or the possibility of such issuance, may cause the market price of its common stock to decline. The incurrence of indebtedness could result in increased fixed payment obligations, and Science 37 may be required to agree to certain restrictive covenants, such as limitations on its ability to incur additional debt, limitations on acquisitions of other companies or business, limitations on its ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact Science 37’s ability to conduct its business. Science 37 could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and Science 37 may be required to relinquish rights to some of its technologies or products or otherwise agree to terms that are unfavorable to Science 37 , any of which may have a material adverse effect on its business, operating results and prospects. In addition, raising additional capital through the issuance of equity or convertible debt securities would cause dilution to holders of Science 37’s equity securities, and may affect the rights of then-existing holders of Science 37’s equity securities. Even if Science 37 believes that Science 37 has sufficient funds for its current or future operating plans, Science 37 may seek additional capital if market conditions are favorable or if Science 37 has specific strategic considerations.
Unfavorable general economic conditions could negatively affect Science 37’s business, results of operations and financial condition.
Unfavorable global economic conditions and other adverse macroeconomic factors on global and domestic markets could negatively affect Science 37’s business, results of operations and financial condition. While it is difficult for Science 37 to predict the impact of general economic conditions on its business, unfavorable economic conditions could reduce customer demand for some of its services, which could cause its revenue to decline. For example, Science 37’s customers, particularly those that are especially reliant on the credit and capital markets, might not be able to raise money to conduct existing clinical trials, or to fund new drug development and related future clinical trials. In addition, economic or market disruptions could negatively impact Science 37’s vendors, contractors, or principal investigators which might have a negative effect on its business. For these reasons, among others, if economic conditions stagnate or decline, its operating results and financial condition could be adversely affected.
A failure to identify and successfully close and integrate strategic acquisition targets could adversely impact Science 37’s business, results of operations and financial results.
Science 37 anticipates that a portion of its future growth may come from acquiring existing businesses, services or technologies. If Science 37 is unable to identify suitable acquisition targets, complete an acquisition or successfully integrate an acquired company or business, or if Science 37 identifies and acquires targets
 
31

 
that do not meet Science 37’s performance expectations for any other reason, its business may be disrupted. The success of an acquisition will depend upon, among other things, Science 37’s ability to:

effectively and quickly assimilate the operations and services or products of the acquired company or business;

integrate acquired personnel;

retain and motivate key employees;

retain customers; and

minimize the diversion of management’s attention from other business concerns.
In the event that the operations of an acquired company or business do not meet Science 37’s performance expectations, Science 37 may have to restructure the acquired company or business or write-off the value of some or all of the assets of the acquired company or business.
Science 37’s actual operating results may differ significantly from guidance provided by its management.
From time to time, Science 37 may release guidance in its earnings releases, earnings conference calls, or otherwise, regarding its future performance that represent its management’s estimates as of the date of release. This guidance, if released, would include forward-looking statements and would be based on projections prepared by Science 37’s management. Science 37’s guidance will not be prepared with a view toward compliance with published accounting and reporting guidelines, and neither its registered public accountants nor any other independent expert or outside party will compile or examine the projections and, accordingly, no such person will express any opinion or any other form of assurance with respect thereto. Guidance will be based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond Science 37’s control and are based upon specific assumptions with respect to future business decisions, some of which will change. Science 37 will generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed, but are not intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that Science 37 would release guidance would be to provide a basis for Science 37’s management to discuss its business outlook with analysts and investors. Science 37 will not accept any responsibility for any projections or reports published by analysts. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by Science 37 will not materialize or will vary significantly from actual results. Accordingly, Science 37’s guidance will be only an estimate of what management believes is realizable as of the date of release. Actual results will vary from Science 37’s guidance and the variations may be material. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on any such guidance. Any failure to successfully implement Science 37’s operating strategy or the occurrence of any of the events or circumstances discussed therein could result in the actual operating results being different from its guidance, and such differences may be adverse and material.
Risks Related to Science 37’s Business and Operations
The potential loss or non-renewal of Science 37’s contracts, any delay in its customers’ clinical trials or non-payment by its customers for services that Science 37 has performed, could negatively affect its business, results of operations and financial results.
Science 37 from time to time experiences termination, cancellation and non-renewals of contracts by its customers in the ordinary course of business, and the number of cancellations can vary significantly from year to year and could increase in the future. Most of Science 37’s customers for project-based clinical trial services can terminate their contracts without cause upon 30 to 90 days’ notice. For example, Science 37’s cancellation percentage for project-based Phase I through IV trials for the years ended December 31, 2020 and 2019 was 9.9% and 0.0%, respectively, and for the six months ended June 30, 2021 and 2020 was 12.1% and 0.4%, respectively. Science 37’s project-based customers may delay, terminate, or reduce the scope of their contracts for a variety of reasons beyond Science 37’s control, including but not limited to:
 
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decisions to forgo or terminate a particular clinical trial;

amendments to a clinical trial protocol and/or the procedures required to support it;

lack of available financing, budgetary limits, or changing priorities;

actions by regulatory authorities;

production problems resulting in shortages of the drug being tested or other supplies required for the operation of the trial;

failure of the drug being tested to satisfy safety requirements or efficacy criteria;

unexpected or undesired clinical results;

insufficient patient enrollment in a trial;

insufficient investigator recruitment;

patient safety concerns;

decisions to downsize product development portfolios;

dissatisfaction with its performance, including the quality of data provided and its ability to meet agreed upon schedules;

shift of business to another life sciences technology provider or to a contract research organization (“CRO”);

decisions to shift from a decentralized clinical trial model to a traditional clinical trial model;

product withdrawal following market launch in conjunction with late-phase research; or

shut down of its customers’ manufacturing facilities.
In the event of termination, Science 37’s contracts often provide for fees for winding down the study, but these fees may not be sufficient for Science 37 to maintain its profit margins, and termination or non-renewal may result in lower resource utilization rates, including with respect to personnel who Science 37 is not able to place on another customer engagement.
Clinical trials can be costly and a material portion of Science 37’s revenue is derived from emerging biotechnology and small to mid-sized pharmaceutical companies, which may have limited access to capital. In addition, Science 37 provides services to such companies before they pay Science 37 for some of its services. There is a risk that Science 37 may initiate a clinical trial for a customer, and the customer subsequently becomes unwilling or unable to fund the completion of the trial. There is also a risk that Science 37 could miscalculate the expenses of executing a trial and agree with a customer to execute such trial at a price that proves insufficient to cover its expenses. In either situation, notwithstanding the customer’s ability or willingness to pay for or otherwise facilitate the completion of the trial, Science 37 may be legally or ethically bound to complete or wind down the trial at its own expense.
Because the contracts included in Science 37’s backlog can generally be terminated without cause, Science 37 does not believe that its backlog as of any date is necessarily a meaningful predictor of future results. In addition, Science 37 may not realize the full benefits of its backlog of contractually committed services if its customers cancel, delay, or reduce their commitments under its contracts with them. In addition, the terminability of Science 37’s contracts puts increased pressure on its quality control efforts, since not only can its contracts be terminated by customers as a result of poor performance, but any such termination may also affect its ability to obtain future contracts from the customer involved and others. Science 37 believes the risk of loss or delay of multiple contracts is even greater in those cases where Science 37 is party to broader partnering arrangements with global biopharmaceutical companies.
Science 37’s backlog may not convert to revenue at a predictable rate, or at all.
Backlog represents anticipated revenue from contracted new business awards, excluding reimbursable out-of-pocket costs or reimbursable investigator fees, that either have not started or are in process but have
 
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not been completed. Backlog varies from period to period depending upon new business awards and contract modifications, cancellations, and the amount of revenue recognized under existing contracts. Science 37’s backlog was $119.4 million and $47.9 million at June 30, 2021 and 2020, respectively. Science 37’s revenue conversion rate is based on a financial and operational analysis performed by its project management teams and represents the level of effort expected to be expended at a specific point in time. Once work begins on a project, revenue is recognized over the duration of the project. Projects may be terminated or delayed by the customer or delayed by regulatory authorities for reasons beyond its control. To the extent projects are delayed, the timing of Science 37’s revenue could be affected. In the event that a customer cancels a contract, Science 37 generally would be entitled to receive payment for all services performed up to the cancellation date, fees and expenses for winding down the project, non-cancellable expenditures and, in some cases, a fee to cover a portion of the remaining professional fees on the project. Generally, however, Science 37 has no contractual right to the full amount of the revenue reflected in its backlog in the event of a contract cancellation. The duration of the projects included in its backlog, and the related revenue recognition, range from a few months to many years. Science 37’s backlog may not be indicative of its future results, and Science 37 may not realize all the anticipated future revenue reflected in its backlog. A number of factors may affect the realization of its revenue from backlog, including:

the size, complexity, and duration of the projects;

the cancellation or delay of projects; and

changes in the scope of work during the course of a project.
Fluctuations in Science 37’s reported backlog levels also result from the fact that it may receive a small number of relatively large orders in any given reporting period that may be included in its backlog. Revenue recognition on larger, more global projects could be slower than on smaller, less global projects for a variety of reasons, including but not limited to, an extended period of negotiation between the time the project is awarded to Science 37 and the actual execution of the contract, as well as an increased time frame for obtaining the necessary regulatory approvals. Fluctuations in Science 37’s reported backlog levels could also result from a number of factors including, but not limited to, differences in recruiting rates for trials, its entry into new markets or geographies, evolution of both its and its competitors’ technologies, and varying rates of adoption of Science 37’s services by clinical sites or investigators, or as a result of its reliance on third parties for various products and services.
The relationship of backlog to realized revenues is indirect and may vary over time. As Science 37 increasingly competes for and enters into large contracts that are more complex in nature, there can be no assurance about the rate at which its backlog will convert into revenue. A decrease in this conversion rate would mean that the rate of revenue recognized on contracts may be slower than what Science 37 has experienced in the past, which could materially and adversely impact its revenue and results of operations on a quarterly and annual basis. Additionally, delayed projects will remain in backlog and will not generate revenue at the rate originally expected, which could impair Science 37’s cash flows and results of operations in the short-term. Because of these large orders, Science 37’s backlog in that reporting period may reach levels that may not be sustained in subsequent reporting periods.
If Science 37 is unable to successfully develop and market new services or enter new markets, Science 37’s growth, results of operations or financial condition could be adversely affected.
A key element of Science 37’s growth strategy is the successful development and marketing of new services or entering new markets that complement or expand its existing business. As Science 37 develops new services or enter new markets, Science 37 may not have or adequately build the competencies necessary to perform such services satisfactorily, may not receive market acceptance for such services or may face increased competition. If Science 37 is unable to succeed in developing new services, entering new markets or attracting a customer base for its new services or in new markets, Science 37 will be unable to implement this element of its growth strategy, and its future business, reputation, results of operations could be adversely impacted.
Science 37 may be unsuccessful in achieving broad market education and changing potential customers’ habits.
Science 37’s success and future growth largely depend on its ability to increase awareness of the potential benefits of the decentralized clinical trial model and of Science 37’s operating system, and on the
 
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willingness of current and potential customers to utilize its operating system. To effectively market Science 37’s operating system, Science 37 must educate potential customers about the benefits of using its operating system in lieu of conducting a clinical trial through traditional methods. Science 37 focuses its marketing and education efforts on potential customers, but also aim to educate and inform healthcare providers and other participants that interact with potential customers. However, Science 37 cannot assure that it will be successful in changing potential customers’ habits or that it will achieve broad market education or awareness. Even if Science 37 is able to raise awareness among potential customers, they may be slow in changing their habits and may be hesitant to use Science 37’s operating system for a variety of reasons, including:

lack of experience with Science 37 and its operating system, and concerns that Science 37 is relatively new to the industry;

perceived health, safety or quality risks associated with the use of a new operating system and applications for clinical trials;

existing relationships with clinical investigators;

concerns about the privacy and security of the data that patients share with or through its operating system;

competition and negative selling efforts from competitors, including competing platforms and price matching programs; and

perception regarding the time and complexity of using its operating system.
If Science 37 fails to achieve broad market education of its operating system, or if Science 37 is unsuccessful in changing potential customers’ habits, its business, financial condition and results of operations would be adversely affected.
Science 37’s relationships with existing or potential customers who are in competition with each other may adversely impact the degree to which other customers or potential customers use its services, which may adversely affect its results of operations.
The biopharmaceutical industry is highly competitive. Science 37 regularly provides services to biopharmaceutical companies who compete with each other, and sometimes provides services to such customers regarding competing drugs in development. Science 37’s existing or future relationships with its biopharmaceutical customers may therefore deter other biopharmaceutical customers from using Science 37’s products or services, or may result in its customers reducing the scope of services that Science 37 provides to them or seeking to place limits on Science 37’s ability to serve other biopharmaceutical industry participants in connection with drug development activities.
If Science 37 is unable to attract suitable patients, investigators and mobile nurses for its clinical trials, its clinical development business may suffer.
The recruitment of patients, investigators and mobile nurses for clinical trials is essential to Science 37’s business. Science 37’s clinical development business could be adversely affected if Science 37 is unable to attract suitable and willing investigators or patients for clinical trials on a consistent basis. For example, Science 37 has in the past used, and may in the future use, social media as part of its omnichannel approach to marketing and outreach to patients. Changes to these social networking services’ terms of use or terms of service that limit promotional communications, restrictions that would limit Science 37’s ability or Science 37’s customers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or reductions in the use of or engagement with social networking services by current and potential investigators and patients could also harm its business. Even in the absence of such changes or restrictions, it is possible that the marketing methods Science 37 has chosen to employ may prove ineffective due to patient preferences or other factors. If Science 37 is unable to engage and enroll sufficient patients or engage investigators and nurses in clinical trials, Science 37 may need to expend additional funds to obtain access to resources or else be compelled to delay or modify the clinical trial plans, which may result in additional costs to Science 37, or to consider termination of ongoing clinical trials, which would result in its failure to convert the related portion of its backlog. These
 
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considerations might result in Science 37’s being unable to successfully achieve its projected development timelines, or potentially even lead Science 37 to consider the termination of development of a product.
If Science 37 loses the services of key personnel or is unable to recruit and retain experienced personnel, its business could be adversely affected.
Science 37’s success substantially depends on the collective performance, contributions and expertise of its personnel including senior management and key personnel, qualified professional, scientific and technical operating staff and qualified sales representatives for its contract sales services. There is significant and increasing competition for qualified personnel, particularly those with higher educational degrees, such as a medical degree, a Ph.D. or an equivalent degree, or relevant experience in the industry. In addition, the departure of Science 37’s key employees, or its inability to continue to identify, attract and retain qualified personnel or replace any departed personnel in a timely fashion, may impact its ability to grow its business and compete effectively in its industry and may negatively affect Science 37’s ability to meet financial and operational goals. Furthermore, customers or other companies seeking to develop in-house capabilities may hire some of Science 37’s senior management or key employees.
Serious adverse events, undesirable side effects or other unexpected properties of Science 37’s customers’ product candidates may be identified during development, which could lead to the discontinuation of their clinical development programs.
During the conduct of clinical trials, patients report changes in their health, including illnesses, injuries and discomforts, to their doctor. Often, it is not possible to determine whether or not the product candidate being studied caused these conditions. Regulatory authorities may draw different conclusions or require additional testing to confirm these determinations, if they occur. If clinical experience indicates that any of Science 37’s customers’ product candidates have side effects or cause serious or life-threatening side effects, the development of such product candidates may fail or be delayed, which would harm its business, prospects, operating results and financial condition.
Undesirable side effects caused by Science 37’s customers’ product candidates could cause them or regulatory authorities to interrupt, delay or halt clinical trials. As a result of safety or toxicity issues that may be experienced in clinical trials, such trials may be placed on clinical hold. Results of early-phase clinical trials could reveal an unacceptably high severity and incidence of side effects, or side effects outweighing the benefits of the product candidates being studied. In such an event, the ongoing clinical trials and any potential later-phase clinical trials could be delayed, suspended or terminated, and the U.S. Food and Drug Administration (“FDA”) or comparable foreign regulatory authorities could order Science 37’s customer to cease further development. The drug-related side effects could also affect patient recruitment or the ability of enrolled subjects to complete the trial. Any of these events could negatively affect Science 37’s business, results of operations, and financial condition.
Science 37’s insurance may not cover all of its indemnification obligations and other liabilities associated with its operations.
Science 37 maintains insurance designed to provide coverage for ordinary risks associated with its operations and its ordinary indemnification obligations. The coverage provided by such insurance may not be adequate for all claims Science 37 may make or may be contested by Science 37’s insurance carriers. If Science 37’s insurance is not adequate or available to pay liabilities associated with its operations, or if Science 37 is unable to purchase adequate insurance at reasonable rates in the future, its profitability may be adversely impacted.
Science 37 derives a significant percentage of its revenues from a concentrated group of customers and the loss of one or more major customers could materially and adversely affect its business, results of operations or financial condition.
Science 37’s top five customers accounted for approximately 81.6% and 87.9% of its revenues in 2020 and 2019, respectively, and in 2020, Pharmaceutical Product Development, LLC accounted for 10% or more of Science 37’s total revenues. The loss of any of Science 37’s major customers could have a material adverse effect on its results of operations and financial condition. Science 37 may not be able to maintain its
 
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customer relationships, and its customers may delay payment under, or fail to renew, their agreements with it, which could adversely affect Science 37’s business, results of operations, or financial condition. Any reduction in the amount of revenues that Science 37 derives from these customers, without an offsetting increase in new sales to other customers, could have a material adverse effect on Science 37’s operating results. A significant change in the liquidity or financial position of Science 37’s customers could also have a material adverse effect on the collectability of its accounts receivable, its liquidity, and its future operating results.
Additionally, conducting multiple clinical trials for different customers in a single therapeutic class involving drugs with the same or similar chemical method of action may in the future adversely affect Science 37’s business if some or all of the clinical trials are canceled because of new scientific information or regulatory judgments that affect the drugs as a class, or if industry consolidation results in the rationalization of drug development pipelines. Similarly, marketing and selling drugs for different biopharmaceutical companies with similar chemical methods of action subjects us to risk if new scientific information or regulatory judgment prejudices the drugs as a class, which may lead to compelled or voluntary prescription limitations or withdrawal of some or all of such drugs from the market.
Similarly, some or all of the clinical trials could be canceled as a result of successful development of other competing drugs; for example, further clinical development of vaccines to treat COVID-19 or another future pandemic disease could be slowed or canceled if the outbreak of such pandemic is deemed to have been adequately brought under control, such that further clinical development of vaccines is no longer necessary or desirable.
Litigation and other legal proceedings against Science 37, which may arise in the ordinary course of Science 37’s business, could be costly and time consuming to defend.
Science 37 is from time to time subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by its customers in connection with commercial disputes and employment claims made by its current or former employees. From time to time, third parties have asserted and may in the future assert intellectual property rights to technologies that are important to Science 37’s business and have demanded and may in the future demand that we license their technology. Litigation may result in substantial costs and may divert management’s attention and resources, which may seriously harm Science 37’s business, overall financial condition and operating results. Insurance may not cover such claims, may not be sufficient for one or more such claims, and may not continue to be available on terms acceptable to Science 37. A claim brought against Science 37 that is uninsured or underinsured could result in unanticipated costs, negatively affecting Science 37’s business, results of operations, and financial condition.
Risks Related to the General Economic and Financial Market Conditions and the Industries in which Science 37 Operates
Science 37’s operations might be affected by the occurrence of natural disasters, pandemics, such as the COVID-19 pandemic, or other catastrophic events.
Science 37 depends on its customers, investigators and patients for the continued operation of its business. While Science 37 maintains disaster recovery and business continuity plans, they might not adequately protect Science 37. Despite any precautions Science 37 takes for natural disasters or other catastrophic events, these events, including terrorist attacks, hurricanes, fires, floods, ice and snowstorms, and pandemics, such as the COVID-19 pandemic, may result in interruptions in Science 37’s ability to provide services to its customers. Disruptions in infrastructure, laboratory, clinic or office closures, mandatory stay at home orders or other social distancing measures and disruptions caused by events such as natural disasters, or other “acts of God,” the outbreak of war, the escalation of hostilities and acts of terrorism or pandemics, such as the COVID-19 pandemic, could adversely affect Science 37’s businesses. Although Science 37 carries business interruption insurance policies and typically have provisions in its contracts that protect Science 37 from certain events, its coverage might not respond or be adequate to compensate Science 37 for all losses that may occur, including those relating to the COVID-19 pandemic. Any natural disaster or catastrophic event, such as the COVID-19 pandemic, affecting Science 37 or its customers, investigators, patients or infrastructure could have a significant negative impact on its operations or financial performance.
 
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Science 37’s business could also be adversely affected by positive developments regarding, or the resolution of, the COVID-19 pandemic or another future pandemic. The various restrictions imposed by various government entities in response to the COVID-19 pandemic, including social distancing and “stay-at-home” orders, likely bolstered the level of decentralized clinical trial activity in 2020, which benefitted Science 37. As these restrictions are relaxed or lifted, there can be no assurance that the level of decentralized clinical trial activity will remain elevated. Additionally, in light of the COVID-19 pandemic and recent logistical technology developments, the FDA and European Medicines Agency (“EMA”) each issued guidance directing sponsors to implement DCT techniques in order to maintain study continuity, and endorsed DCT techniques as viable, long-term solutions for study design and evidence generation. If this guidance were to be retracted or if the FDA and/or EMA were to otherwise fail to continue promoting the use of DCT techniques, the level of decentralized trial activity could decrease. If the level of decentralized clinical trial activity decreases, Science 37’s business and results of operations would be adversely affected.
Science 37 faces significant competition, which could cause Science 37 to lose business or achieve lower margins.
The market for Science 37’s clinical trial solutions is intensely competitive and characterized by rapidly changing technologies, evolving industry standards, and frequent new product and service introductions and enhancements that may render existing products and services obsolete. Accordingly, Science 37’s market share and margins are subject to sudden declines. Some of Science 37’s competitors have longer operating histories, greater financial, technical, marketing and other resources, and greater name recognition than Science 37 does. These competitors may respond more quickly than Science 37 can to new and emerging technologies and changing customer and regulatory requirements, or devote greater resources to the development, promotion, and sale of their solutions. New competitors may enter Science 37’s market in the future, as barriers to entry are relatively low in its industry. Increased competition may result in pricing pressures, which could negatively impact Science 37’s sales, gross margins, or market share. In addition, current and potential competitors have established, and may in the future establish, relationships with vendors of complementary products, technologies, or services to increase the penetration of their products in the marketplace. Even if Science 37’s products and services are more effective than the products or service offerings of its competitors, current or potential customers might accept competitive products and services in lieu of purchasing its cloud-based solutions and services. Science 37’s failure to compete effectively could materially adversely affect its business, financial condition or results of operations.
Science 37 depends entirely on the clinical trial market, and a downturn in this market could cause its revenues to decrease.
Science 37’s business depends entirely on the clinical trials conducted or sponsored by pharmaceutical, biotechnology, and medical device companies, CROs, and other entities. Science 37’s revenues may decline as a result of conditions affecting these industries, including general economic downturns, increased consolidation, decreased competition, or fewer products under development. Other developments that may affect these industries and harm Science 37’s operating results include, but are not limited to, product liability claims, changes in government regulation, changes in governmental price controls or third-party reimbursement practices, and changes in medical practices. Disruptions in the world credit and equity markets may also result in a global downturn in spending on research and development and clinical trials and may impact Science 37’s customers’ access to capital and their ability to pay for Science 37’s solutions. Any decrease in research and development expenditures or in the size, scope, or frequency of clinical trials could materially adversely affect Science 37’s business, results of operations, or financial condition.
Consolidation among Science 37’s customers may cause Science 37 to lose customers, decrease the market for its products and services and result in a reduction of its revenues.
Science 37’s customer base may decline because of industry consolidation, and Science 37 may not be able to expand sales of its products and services to new customers. Consolidation within the biopharmaceutical industry, including among CROs, has accelerated in recent years, and this trend may continue. In addition, new companies or organizations that result from such consolidation may decide that Science 37’s products and services are no longer needed because of their own internal processes or the use of alternative systems they have in place or may choose to develop or acquire. As these entities consolidate, competition to provide products and services to industry participants will become more intense and the importance of establishing
 
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relationships with large industry participants will become greater. These industry participants may try to use their market power to negotiate price reductions for Science 37’s products and services. If consolidation of larger current customers occurs, the combined organization may represent a larger percentage of business for Science 37 and, as a result, Science 37 is likely to rely more significantly on the combined organization’s revenues to continue to achieve growth. In addition, if large life sciences companies merge, it would have the potential to reduce per-unit pricing for Science 37’s products and services for the merged companies or to reduce demand for one or more of its products and services as a result of potential personnel reductions over time.
Outsourcing trends in the biopharmaceutical industry and changes in spending and research and development budgets could adversely affect Science 37’s operating results and growth rates.
Science 37 is dependent upon the ability and willingness of biopharmaceutical companies to continue to spend on research and development and to outsource the services that Science 37 provides. Science 37 is therefore subject to risks, uncertainties and trends that affect companies in the biopharmaceutical industry that Science 37 does not control. Science 37 has benefited to date from the tendency of biopharmaceutical companies to outsource clinical research projects. Any downturn in these industries or reduction in spending or outsourcing could materially adversely affect Science 37’s business. The following could each result in such a downturn:

if biopharmaceutical companies expanded upon their in-house clinical or development capabilities, they would be less likely to utilize Science 37’s services;

if governmental regulations were changed, it could affect the ability of its customers to operate profitably, which may lead to a decrease in research spending and therefore this could have a material adverse effect on its business; and

if unfavorable economic conditions or disruptions in the credit and equity capital markets negatively impacted its customers.
Science 37’s estimate of the market size for its products and services may prove to be inaccurate, and even if the market size is accurate, there can be no assurance that its business will serve a significant portion of the market.
Science 37’s estimate of the market size for its products and services that Science 37 has provided publicly, sometimes referred to as its serviceable addressable market (“SAM”), is subject to significant uncertainty and is based on assumptions and estimates, including Science 37’s internal analysis and industry experience, which may not prove to be accurate. These estimates are, in part, based upon the size of the general application areas Science 37 targets. Science 37’s ability to serve a significant portion of this estimated market is subject to many factors, including its success in implementing its business strategy, which is subject to many risks and uncertainties. For example, in order to address the entire SAM Science 37 has identified, Science 37 must continue to enhance and add functionality to its existing products and services and introduce new products and services. Accordingly, even if Science 37’s estimate of the market size is accurate, there can be no assurance that its business will serve a significant portion of this estimated market for its solutions.
Risks Related to Technology, Intellectual Property and Data Privacy
Science 37’s business depends on the continued effectiveness and availability of its information systems, including the information systems Science 37 uses to provide its services to its customers, and failures of these systems may materially limit its operations.
Due to the global nature of Science 37’s business and its reliance on information systems to provide its services, Science 37 has increased, and intend to continue to increase, its use of integrated information systems in delivering its services. Science 37 also provides access to similar information systems to certain of its customers in connection with the services Science 37 provides them. As the breadth and complexity of Science 37’s information systems continue to grow, it will increasingly be exposed to the risks inherent in the development, integration and ongoing operation of evolving information systems, including:
 
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disruption, impairment, or failure of data centers, telecommunications facilities, or other key infrastructure platforms;

security breaches of, ransomware or other cyberattacks on, and other failures or malfunctions in Science 37’s critical application systems or their associated hardware; and

excessive costs, excessive delays, or other deficiencies in systems development and deployment.
The materialization of any of these risks may impede the processing of data, the delivery of databases and services, and the day-to-day management of Science 37’s business and could result in the corruption, loss, or unauthorized disclosure of proprietary, confidential, or other data. While Science 37 has disaster recovery plans in place, they might not adequately protect Science 37 in the event of a system failure. Despite any precautions Science 37 takes, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, information system security breaches, and similar events at Science 37’s various computer facilities could result in interruptions in the flow of data to its servers and from its servers to its customers. Corruption or loss of data may result in the need to repeat a trial at no cost to the customer, but at significant cost to Science 37, or result in the termination of a contract or damage to its reputation. Additionally, significant delays in system enhancements or inadequate performance of new or upgraded systems once completed could damage Science 37’s reputation and harm its business. Finally, long-term disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and acts of terrorism, particularly involving cities in which Science 37 has offices, could adversely affect its business. Although Science 37 carries property and business interruption insurance, its coverage might not be adequate to compensate Science 37 for all losses that may occur.
A failure or breach of Science 37 or its vendors’ IT systems or technology could result in sensitive customer information being compromised or otherwise significantly disrupt its business operations, which would negatively materially affect its reputation and/or results of operations.
Science 37 increasingly relies on information technology systems to process, transmit and store electronic information. In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance, and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting businesses such as Science 37’s. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers or others to disclose information or unwittingly provide access to systems or data. Science 37’s products and services involve the storage and transmission of its customers’ proprietary information (including personal or identifying information regarding their employees and the medical professionals whom their sales personnel contact, and sensitive proprietary data related to the clinical trial, regulatory submission and sales and marketing processes for medical treatments), personal information of medical professionals, personal information (which may include health information) of patients and clinical trial participants, and other sensitive information. Unauthorized disclosure of such sensitive or confidential data, whether through system failure or employee negligence, fraud, or misappropriation, could damage Science 37’s reputation and cause it to lose customers. Moreover, the risk of unauthorized circumvention of Science 37’s security measures or those of the third parties on whom it relies has been heightened by advances in computer and software capabilities and the increasing sophistication of hackers who employ complex techniques, including, without limitation, “phishing” or social engineering incidents, ransomware, extortion, account takeover attacks, denial or degradation of service attacks, and malware. Unauthorized access to or through Science 37’s information systems or those Science 37 develops for its customers, whether by its employees or third parties, including a cyberattack by computer programmers and hackers who may develop and deploy viruses, worms, or other malicious software programs, could cause several negative consequences, including the following, among others: negative publicity, loss of customer confidence, significant remediation costs, time-consuming and costly regulatory investigations, legal liability, and damage to Science 37’s reputation. Any of these could contribute to a loss of customers or substantial costs for Science 37, which could have a material adverse effect on Science 37’s results of operations. Additionally, the costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers;
 
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compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures. In addition, Science 37’s liability insurance might not be sufficient in type or amount to adequately cover Science 37 against claims related to security breaches, cyberattacks and other related breaches, or the risk that the insurer will deny coverage of any future claim.
While Science 37 has certain cybersecurity safeguards in place designed to protect and preserve the integrity of Science 37’s information technology systems, due to the evolving nature of security threats and the potential negative consequences of a cybersecurity attack outlined above, the impact of any future incidents cannot be reasonably predicted. Science 37’s customers are also increasingly requiring cybersecurity protections and mandating cybersecurity standards in its products, and Science 37 may incur additional costs to comply with such demands. In addition, Science 37’s efforts to address a cybersecurity attack may not be successful, potentially resulting in the theft, loss, destruction or corruption of information Science 37 stores electronically, as well as unexpected interruptions, delays, or cessation of service. Any of these outcomes could cause serious harm to Science 37’s business operations and materially adversely affect its financial condition and results of operations.
In addition, some of Science 37’s vendors have significant responsibility for the security of certain of its data centers and computer-based platforms or software-as-a-service (“SaaS”) applications upon which Science 37’s businesses rely to host or process data or to perform various functions. Also, Science 37’s data suppliers have responsibility for security of their own computer and communications environments. These third parties face risks relating to cybersecurity similar to Science 37’s, which could disrupt their businesses and therefore materially impact Science 37’s. Accordingly, Science 37 is subject to any flaw in or breaches to its computer and communications systems or those that its vendors operate for Science 37, which could result in a material adverse effect on its business, operations and financial results.
Science 37’s products and services are subject to rapid technological changes and evolving industry standards. If Science 37 does not keep pace with rapid technological changes, its products and services may become less competitive or obsolete, which could have a material adverse effect on its business, results of operations and financial condition.
The biopharmaceutical industry generally, including the market for Science 37’s clinical trial products and services, is characterized by evolving industry standards and frequent new product and service introductions and enhancements. Science 37’s current competitors or other businesses might develop technologies or services that are more effective or commercially attractive than, or render obsolete, Science 37’s current or future technologies and services. If Science 37’s competitors introduce superior technologies or services and if Science 37 cannot make enhancements to remain competitive, its competitive position would be harmed. If Science 37 is unable to compete successfully, it may lose customers or be unable to attract new customers, which could lead to a decrease in its revenue and financial condition.
Science 37’s proprietary software may not operate properly, which could damage its reputation, give rise to claims against Science 37 or divert application of its resources from other purposes, any of which could harm Science 37’s business, results of operations and financial condition.
Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. Science 37 encounters technical obstacles from time to time, and it is possible that Science 37 may discover additional problems that prevent its proprietary applications from operating properly. If Science 37’s solution does not function reliably or fails to achieve customer expectations in terms of performance, customers could assert liability claims against Science 37 or attempt to cancel their contracts with Science 37 . This could damage Science 37’s reputation and impair its ability to attract or maintain customers. Moreover, data services are complex and those Science 37 offers have in the past contained, and may in the future develop or contain, undetected defects or errors. Material performance problems, defects or errors in Science 37’s existing or new software-based products and services may arise in the future and may result from interface of Science 37’s solution with systems and data that it did not develop and the function of which is outside of its control or undetected in its testing. These defects and errors, and any failure by Science 37 to identify and address them, could result in loss of revenue or market share, diversion of development resources, harm to Science 37’s reputation and increased service and maintenance costs.
 
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Defects or errors may discourage existing or potential customers from purchasing its products or services from Science 37. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on Science 37’s business, results of operations and financial condition.
Science 37 has only a limited ability to protect its intellectual property rights, both domestically and internationally, and these rights are important to its success.
Science 37’s success depends, in part, upon its ability to develop, use and protect its proprietary methodologies, analytics, systems, technologies and other intellectual property. Science 37 relies upon a combination of trade secrets, confidentiality policies, nondisclosure, invention assignment and other contractual arrangements, and copyright, trademark, patent and trade secret laws, to protect its intellectual property rights. These laws are subject to change at any time and certain agreements may not be fully enforceable, which could further restrict Science 37’s ability to protect its innovations. Further, these laws may not provide adequate protection for Science 37’s intellectual property, particularly in countries in which the legal system provides less protection for intellectual property rights. For example, the laws of some foreign countries, especially certain developing countries with emerging economies in Asia, Eastern Europe and Latin America, do not protect intellectual property rights to the same extent as federal and state laws in the United States. Science 37’s intellectual property rights may not prevent competitors from independently developing services similar to, or duplicative of, Science 37’s. For instance, unauthorized parties may attempt to copy or reverse engineer certain aspects of Science 37’s products that it considers proprietary or its proprietary information may otherwise become known or may be independently developed by its competitors or other third parties. Further, the steps Science 37 takes in this regard might not be adequate to prevent or deter infringement or other misappropriation of its intellectual property by competitors, former employees or other third parties, and Science 37 might not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, its intellectual property rights. Enforcing Science 37’s rights might also require considerable time, money and oversight, and Science 37 may not be successful in enforcing its rights. It may not be possible to enforce intellectual property rights effectively in some countries at all or to the same extent as in the United States and other countries, and many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
Depending on the circumstances, Science 37 might need to grant a specific customer greater rights in intellectual property developed in connection with a contract than it otherwise generally do. In certain situations, Science 37 might forgo all rights to the use of intellectual property it creates, which would limit its ability to reuse that intellectual property for other customers. Any limitation on Science 37’s ability to provide a service or solution could cause Science 37 to lose revenue generating opportunities and require Science 37 to incur additional expenses to develop or license new or modified solutions for future projects.
Science 37 may be subject to claims that it or its technologies infringe upon the intellectual property or other proprietary rights of a third party. Any such claims may require Science 37 to incur significant costs, to enter into royalty or licensing agreements, or to develop or license substitute technology.
Third parties may assert claims that Science 37’s technologies infringe upon their intellectual property or other proprietary rights. Science 37 cannot assure you that its cloud-based solutions and the technologies used in its product offerings do not infringe upon patents held by others or that they will not so infringe in the future. Any future claim of infringement could cause Science 37 to incur substantial costs defending against the claim, even if the claim is without merit, and could distract its management from its business. Moreover, any settlement or adverse judgment resulting from the claim could require Science 37 to pay substantial amounts or obtain a license to continue to use the technology that is the subject of the claim, or otherwise restrict or prohibit Science 37’s use of the technology. Any required licenses may not be available to Science 37 on acceptable terms, if at all. If Science 37 does not obtain any required licenses, it could encounter delays in product introductions if it attempts to design around the technology at issue or attempt to find another provider of suitable alternative technology to permit Science 37 to continue offering the applicable solution. In addition, Science 37 generally provides in its customer agreements that Science 37 will indemnify its customers against third-party infringement claims relating to its technology provided to the customer, which could obligate Science 37 to fund significant amounts. Infringement claims asserted
 
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against Science 37 or against its customers or other third parties that Science 37 is required or otherwise agree to indemnify may have a material adverse effect on its business, results of operations or financial condition.
Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
Science 37 has devoted substantial resources to the development of its technology, business operations and business plans. In order to protect Science 37’s trade secrets and proprietary information, Science 37 relies in significant part on confidentiality arrangements with its employees, licensees, independent contractors, advisors, reseller partners and customers. These arrangements may not be effective to prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, if others independently discover trade secrets and proprietary information, Science 37 would not be able to assert trade secret rights against such parties. Effective trade secret protection may not be available in every country in which Science 37’s products are available or where Science 37 has employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with Science 37’s products by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which Science 37 operates may compromise its ability to enforce its trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Science 37’s proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect its competitive business position.
Science 37 may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third parties that may not result in the development of commercially viable solutions or the generation of significant future revenues.
In the ordinary course of Science 37’s business, Science 37 may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, partnerships or other arrangements to develop products and to pursue new markets. Proposing, negotiating and implementing collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, sales, technology or other business resources, may compete with Science 37 for these opportunities or arrangements. Science 37 may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms or at all. Science 37 has limited institutional knowledge and experience with respect to these business development activities, and Science 37 may also not realize the anticipated benefits of any such transaction or arrangement. In particular, these collaborations may not result in the development of products that achieve commercial success or result in significant revenues and could be terminated prior to developing any products. Additionally, Science 37 may not own, or may jointly own with a third party, the intellectual property rights in products and other works developed under its collaborations, joint ventures, strategic alliances or partnerships.
Additionally, Science 37 may not be in a position to exercise sole decision making authority regarding the transaction or arrangement, which could create the potential risk of creating impasses on decisions, and its future collaborators may have economic or business interests or goals that are, or that may become, inconsistent with its business interests or goals. It is possible that conflicts may arise with Science 37’s collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations or the ownership or control of intellectual property developed during the collaboration. If any conflicts arise with any future collaborators, they may act in their self-interest, which may be adverse to Science 37’s best interest, and they may breach their obligations to Science 37. In addition, Science 37 may have limited control over the amount and timing of resources that any future collaborators devote to Science 37’s or their future products. Disputes between Science 37 and its collaborators may result in litigation or arbitration which would increase Science 37’s expenses and divert the attention of its management. Further, these transactions and arrangements will be contractual in nature and will generally be terminable under the terms of the applicable agreements and, in such event, Science 37 may not continue to have rights to the products relating to such transaction or arrangement or may need to purchase such rights at a premium.
 
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Risks Related to Science 37’s Reliance on Third Parties
Science 37 relies on third parties for important products, services and licenses to certain technology and intellectual property rights, and there might be problems with such products or services or it might not be able to continue to obtain such products, services and licenses.
Science 37 depends on certain third parties to provide it with products and services critical to its business. Such third parties include, among others, suppliers of drugs for patients participating in trials; the nurses, investigators and coordinators involved in executing clinical trials; and common carriers to ship drugs and other products. The failure of even one of these third parties to adequately provide the required products or services, or to do so in compliance with applicable regulatory requirements, could have a material adverse effect on Science 37’s business. For example, a distributor could ship the wrong drug product to a patient, a common carrier could fail to properly adhere to the specific handling requirements of the drug product during shipping, or a mobile nurse could improperly administer the drug product to a patient. Any of these or other potential failures could result in patient harm or death, which could give rise to legal claims against Science 37, damage its reputation, or otherwise adversely affect its business, financial condition and results of operations.
Science 37 also relies on third-party platforms or marketplaces, including the Apple App Store and Google Play App Store, which serve as online distribution platforms for Science 37’s mobile application. As a result, the expansion and prospects of Science 37’s business and its mobile application depend on its continued relationships with these providers and any other emerging platform providers that are widely adopted by consumers. Science 37 is subject to the standard terms and conditions that these providers have for application developers, which govern the content, promotion, distribution and operation of mobile applications on their platforms or marketplaces, and which the providers can change unilaterally on short or no notice. Thus, Science 37’s business could suffer materially if platform providers change their standard terms and conditions, interpretations or other policies and practices in a way that is detrimental to Science 37 or if platform providers determine that Science 37 is in violation of its standard terms and conditions and prohibit it from distributing Science 37’s apps on their platforms.
In addition, Science 37’s business would be harmed if the providers discontinue or limit Science 37’s access to their platforms or marketplaces; the platforms or marketplaces decline in popularity; the platforms modify their algorithms, communication channels available to developers, respective terms of service or other policies, including fees; the providers adopt changes or updates to their technology that impede integration with other software systems or otherwise require Science 37 to modify its technology or update its mobile application in order to ensure that users can continue to access and use its services.
If alternative providers increase in popularity, Science 37 could be adversely impacted if it fails to create compatible versions of its mobile application in a timely manner, or if it fails to establish a relationship with such alternative providers. Likewise, if Science 37’s current providers alter their operating platforms, Science 37 could be adversely impacted as its offerings may not be compatible with the altered platforms or may require significant and costly modifications in order to become compatible. If Science 37’s providers do not perform their obligations in accordance with its platform agreements, Science 37 could be adversely impacted. In the past, some of these platforms or marketplaces have been unavailable for short periods of time. If this or a similar event were to occur on a short- or long-term basis, or if these platforms or marketplaces otherwise experience issues that impact the ability of consumers to download or access Science 37’s mobile application and other information, it could have a material adverse effect on Science 37’s brand and reputation, as well as its business, financial condition and operating results.
Some of Science 37’s services rely on intellectual property, technology and other similar property owned and/or controlled by third parties. Science 37’s licenses to this property and technology could terminate or expire and Science 37 might not be able to replace these licenses in a timely manner. Also, Science 37 might not be able to renew these licenses on similar terms and conditions. Failure to renew these licenses, or renewals of these licenses on less advantageous terms, could have a material adverse effect on Science 37’s business, results of operations, financial condition or cash flow.
 
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Science 37 relies on third parties to provide certain data and other information to Science 37. Science 37’s suppliers or providers might increase its cost to obtain, restrict its use of, or refuse to license data, which could lead to its inability to access certain data or provide certain services and, as a result, materially and adversely affect its operating results and financial condition.
Science 37’s services are derived from, or include, the use of data Science 37 collects from third parties. Science 37 has several data suppliers that provide Science 37 a broad and diverse scope of information that Science 37 collects and uses in its business. Science 37 generally enters into long-term contractual arrangements with many of its data suppliers. At the time Science 37 enters into a new data supply contract or renew an existing contract, suppliers may increase its cost to obtain and use the data provided by such supplier, increase restrictions on its ability to use such data, or altogether refuse to license the data to Science 37. Also, Science 37’s data suppliers may fail to meet or adhere to Science 37’s quality control standards or fail to deliver the data to Science 37. If suppliers that collectively provide a significant amount of the data Science 37 receives or uses were to increase its costs to obtain or use such data, further restrict its access to or use of such data, fails to meet or adhere to its quality control standards, refuses to provide data, or fails to deliver data to Science 37, its ability to provide data-dependent services to Science 37’s customers may be adversely impacted, which could have a material adverse effect on its business, results of operations, financial condition or cash flow.
Science 37’s products and services utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect its business.
Science 37’s products and services utilize software covered by open source licenses. Open source software is typically freely accessible, usable and modifiable, and is used by Science 37’s development team in an effort to reduce development costs and speed up the development process. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms. While Science 37 monitors the use of all open source software in Science 37’s products, processes and technology and try to ensure that no open source software is used in such a way as to require Science 37 to disclose or make available the source code to the related product or solution, such use could inadvertently occur. This could harm Science 37’s intellectual property position and have a material adverse effect on its business.
Risks Related to Political, Legal and Regulatory Environment
Science 37 may face political, legal and compliance, operational, regulatory, economic and other risks associated with the international expansion of its operations that Science 37 does not currently face or that are more significant than in its domestic operations.
As Science 37 expands its operations into new international geographic areas, Science 37 may be subject to political, legal and compliance, operational, regulatory, economic and other risks that it does not face or that are more significant than in Science 37’s domestic operations. These risks may vary widely by country and include varying regional and geopolitical business conditions and demands, government intervention and censorship, discriminatory regulation, nationalization or expropriation of assets and pricing constraints. Science 37’s future international services and products may need to meet country-specific user preferences as well as country-specific legal requirements, including those related to healthcare regulatory laws governing telemedicine, licensing, privacy, data storage, location, protection and security. The interpretation of these laws is evolving and varies significantly from country to county and are enforced by governmental, judicial and regulatory authorities with broad discretion. Science 37 cannot be certain that its interpretation of such laws and regulations will be correct in how Science 37 plans to structure its international operations, as well as its international services agreements and customer arrangements.
Science 37’s international operations may require it to overcome logistical and other challenges based on differing languages, cultures, legal and regulatory schemes and time zones. Science 37’s international operations may encounter labor laws, customs and employee relationships that can be difficult, less flexible
 
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than in its domestic operations and expensive to modify or terminate. In some countries Science 37 may be required to, or choose to, operate with local business partners, which will require Science 37 to manage its partner relationships and may reduce its operational flexibility and ability to quickly respond to business challenges.
Science 37’s international operations may be subject to particular risks in addition to those faced by its domestic operations, including:

the need to localize and adapt its solution for specific countries, including translation into foreign languages and associated expenses;

potential loss of proprietary information due to misappropriation or laws that may be less protective of its intellectual property rights than U.S. laws or that may not be adequately enforced;

requirements of foreign laws and other governmental controls, including cross-border compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, healthcare, tax, privacy and data protection laws and regulations;

requirements of foreign laws and other governmental controls applicable to its ability to conduct telehealth internationally, specifically laws governing remote care and the practice of medicine in such locations;

data privacy laws that require that customer data be stored and processed in a designated territory;

new and different sources of competition and laws and business practices favoring local competitors;

local business and cultural factors that differ from its normal standards and practices, including business practices that Science 37 is prohibited from engaging in by the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) and other anti-corruption laws and regulations;

changes to export controls and economic sanctions laws and regulations;

central bank and other restrictions on its ability to repatriate cash from international subsidiaries;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations in currency exchange rates, economic instability and inflationary conditions, which could make its solution more expensive or increase its costs of doing business in certain countries;

limitations on future growth or inability to maintain current levels of revenues from international sales if Science 37 does not invest sufficiently in its international operations;

different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;

difficulties in staffing, managing and operating its international operations, including difficulties related to administering its stock plans in some foreign countries and increased financial accounting and reporting requirements and complexities;

difficulties in coordinating the activities of its geographically dispersed and culturally diverse operations; and

political unrest, war, terrorism or regional natural disasters, particularly in areas in which Science 37 has facilities.
Science 37’s overall success regarding its operations in international markets will depend, in part, on its ability to anticipate and effectively manage these risks and there can be no assurance that Science 37 will be able to do so without incurring unexpected costs. If Science 37 is not able to manage the risks related to its international operations, Science 37 may not achieve the expected benefits of these operations and its business, financial condition and results of operations may be harmed.
Due to the global nature of Science 37’s business, Science 37 may be exposed to liabilities under anti-corruption laws, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act (the “UK Bribery Act”) and various international anti-corruption laws, and any allegation or determination that Science 37 violated these laws could have a material adverse effect on its business.
Science 37 is required to comply with the FCPA, the UK Bribery Act and other international anti-corruption laws, which prohibit companies from engaging in bribery including corruptly or improperly
 
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offering, promising, or providing money or anything else of value to non-United States officials and certain other recipients. In addition, the FCPA imposes certain books, records, and accounting control obligations on public companies and other issuers. Science 37 operates in parts of the world in which corruption can be common and compliance with anti-bribery laws may conflict with local customs and practices. Science 37’s global operations face the risk of unauthorized payments or offers being made by employees, consultants, sales agents, and other business partners outside of Science 37’s control or without its authorization. It is Science 37’s policy to implement safeguards to prohibit these practices by its employees and business partners with respect to its operations. However, irrespective of these safeguards, or as a result of monitoring compliance with such safeguards, it is possible that Science 37 or certain other parties may discover or receive information at some point that certain employees, consultants, sales agents, or other business partners may have engaged in corrupt conduct for which Science 37 might be held responsible. Violations of the FCPA, the UK Bribery Act or other international anti-corruption laws may result in restatements of, or irregularities in, Science 37’s financial statements as well as severe criminal or civil sanctions, and Science 37 may be subject to other liabilities, which could negatively affect its business, operating results and financial condition. In some cases, companies that violate the FCPA may be debarred by the United States government and/or lose their United States export privileges. Changes in anti-corruption laws or enforcement priorities could also result in increased compliance requirements and related costs which could adversely affect Science 37’s business, results of operations and financial condition. In addition, the United States or other governments may seek to hold Science 37 liable for successor liability FCPA violations or violations of other anti-corruption laws committed by companies in which Science 37 invests or that Science 37 acquired or will acquire.
Science 37’s employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have a material adverse effect on its business.
Science 37 is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with governmental regulations, comply with federal and state health-care fraud and abuse laws and regulations, report financial information or data accurately or disclose unauthorized activities to Science 37. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical studies or data or documentation fraud or manipulation, which could result in regulatory sanctions and serious harm to Science 37’s reputation. It is not always possible to identify and deter employee misconduct, and the precautions Science 37 takes to detect and prevent misconduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting Science 37 from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against Science 37, and Science 37 is not successful in defending itself or asserting its rights, those actions could have a significant impact on Science 37’s business and results of operations, including the imposition of significant fines or other sanctions.
If Science 37 fails to comply with certain healthcare laws, including fraud and abuse laws, Science 37 could face substantial penalties and its business, results of operations, financial condition, and prospects could be adversely affected.
Even though Science 37 does not order healthcare services or bill directly to Medicare, Medicaid or other third-party payors, certain federal and state healthcare laws and regulations pertaining to fraud and abuse are and will be applicable to Science 37’s business. Science 37 could be subject to healthcare fraud and abuse laws of both the federal government and the states in which Science 37 conducts its business. Because of the breadth of these laws and the narrowness of available statutory and regulatory exceptions, it is possible that some of Science 37’s business activities could be subject to challenge under one or more of such laws. If Science 37 or its operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to Science 37, Science 37 may be subject to penalties, including civil and criminal penalties, damages, fines, imprisonment, and the curtailment or restructuring of Science 37’s operations, any of which could materially adversely affect its ability to operate its business and its financial results.
 
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Extensive governmental regulation of the clinical trial process and Science 37’s products and services could require significant compliance costs and have a material adverse effect on the demand for its solutions.
The clinical trial process is subject to extensive and strict regulation by the FDA, EMA and other regulatory authorities worldwide. Science 37’s products and services are also subject to state, federal and foreign regulations. Demand for Science 37’s products is largely a function of such government regulation, which is subject to change at any time. Changes in the level of regulation, including a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, could have a material adverse effect on the demand for Science 37’s products or services. Proposals to place caps on drug prices could limit the profitability of existing or planned drug development programs, making investment in new drugs and therapies less attractive to pharmaceutical companies. Similarly, the requirements in the United States, the European Union, the Asia Pacific region, and elsewhere to create a detailed registry of all clinical trials could have an impact on customers’ willingness to perform certain clinical studies. In addition, the uncertainty surrounding the possible adoption and impact on health care of any Good Clinical Practice (“GCP”) reforms could cause Science 37’s customers to delay planned research and development until some of these uncertainties are resolved.
Modifying Science 37’s products and services to comply with changes in regulations or regulatory guidance could require Science 37 to incur substantial costs. Further, changing regulatory requirements may render Science 37’s solutions obsolete or make new products or services more costly or time consuming than Science 37 currently anticipates. Failure by Science 37, its customers or its competitors to comply with applicable regulations could result in increased regulatory scrutiny and enforcement. If Science 37’s solutions fail to comply with government regulations or guidelines, Science 37 could incur significant liability or be forced to cease offering or using Science 37’s applicable products or services. If Science 37’s products or services fail to allow its customers to comply with applicable regulations or guidelines, customers may be unwilling to use its products or services and any such non-compliance could result in the termination of or additional costs arising from contracts with its customers.
Science 37 is subject to a variety of privacy and data security laws, and its failure to comply with them could have a materially adverse impact on its business.
Science 37’s products and services involve the storage and transmission of its customers’ personal information regarding their employees and the medical professionals whom their sales personnel contact, personal information of medical professionals, personal information (which may include health information) of patients and clinical trial participants, and other sensitive information. In the United States, there are numerous federal and state privacy and data security laws and regulations governing the collection, use, disclosure and protection of such information, including federal and state health information privacy laws, federal and state security breach notification laws, and federal and state consumer protection laws. In addition, Science 37 may obtain health information from third parties (including research institutions from which it obtains clinical trial data) that are subject to privacy and security requirements under HIPAA, as amended by HITECH and regulations promulgated thereunder.
In the European Economic Area (the “EEA”), Science 37 is subject to the EU General Data Protection Regulation (the “GDPR”) which took effect in May 2018. The GDPR governs the collection, use, disclosure, transfer or other processing of personal data (i.e., data which identifies an individual or from which an individual is identifiable), including clinical trial data, and grants individuals various data protection rights (e.g., the right to erasure of personal data). The GDPR imposes a number of obligations on companies, including, inter alia: (i) accountability and transparency requirements, and enhanced requirements for obtaining valid consent; (ii) obligations to consider data protection as new products or services are developed and to limit the amount of personal data processed; and (iii) obligations to implement appropriate technical and organisational measures to safeguard personal data and to report certain personal data breaches to the supervisory authority without undue delay (and no later than 72 hours where feasible). In addition, the GDPR prohibits the transfer of personal data from the EEA to the United States and other jurisdictions that the European Commission does not recognize as having “adequate” data protection laws unless a data transfer mechanism has been put in place. In July 2020, the Court of Justice of the EU (“CJEU”) limited how organizations could lawfully transfer personal data from the EEA to the United States by invalidating the EU-US Privacy Shield for purposes of international transfers and imposing further restrictions on use of
 
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the standard contractual clauses (“SCCs”). These restrictions include a requirement for companies to carry out a transfer privacy impact assessment which, among other things, assesses the laws governing access to personal data in the recipient country and considers whether supplementary measures that provide privacy protections additional to those provided under SCCs will need to be implemented to ensure an essentially equivalent level of data protection to that afforded in the EEA. The European Commission issued revised SCCs on June 4, 2021 to account for the decision of the CJEU and recommendations made by the European Data Protection Board. The GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of consolidated annual worldwide gross revenue), and confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR. Relatedly, following the United Kingdom’s withdrawal from the EU (i.e., Brexit), and the expiry of the Brexit transition period, which ended on December 31, 2020, the GDPR has been implemented in the United Kingdom (as the “UK GDPR”). The UK GDPR sits alongside the UK Data Protection Act 2018 which implements certain derogations in the GDPR into UK law. Under the UK GDPR, companies not established in the UK but who process personal data in relation to the offering of goods or services to individuals in the UK, or to monitor their behavior, will be subject to the UK GDPR — the requirements of which are (at this time) largely aligned with those under the GDPR and as such, may lead to similar compliance and operational costs with potential fines of up to £17.5 million or 4% of global turnover. Further, while transfers of personal data from the UK to the EEA are unrestricted and do not require additional safeguards, as regards transfers of personal data from the EEA to the UK, under the terms of the Trade and Cooperation Agreement agreed between the EU and the UK on December 24, 2020, such data flows only remain unrestricted until the end of June 2021, provided the UK makes no substantive changes to its data protection laws. The European Commission has published a draft “adequacy decision” for the UK according to which, if adopted, transfers of personal data from the EU to the UK would continue unrestricted and would not require any additional safeguards. However, it is not clear when this decision may become effective and to the extent the decision, in its current form, is not adopted, data transfer mechanisms such as the SCCs will be required for transfer of personal data from the EEA to the UK. If Science 37 is required to implement additional measures to transfer data from the EEA to the UK or other third countries, this could increase its compliance costs, and could adversely affect its business, financial condition and results of operations.
Compliance with these and any other applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and Science 37 may be required to put in place additional mechanisms ensuring compliance with the new data protection rules. Furthermore, the laws are not consistent, and compliance in the event of a widespread data breach is costly. In addition, states are constantly adopting new laws or amending existing laws, requiring attention to frequently changing regulatory requirements. For example, California enacted the California Consumer Privacy Act (the “CCPA”), which took effect on January 1, 2020, became enforceable by the California Attorney General on July 1, 2020, and has been dubbed the first “GDPR-like” law in the United States. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined) and provide such consumers new ways to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. Further, the California Privacy Rights Act (the “CPRA”) recently passed in California. The CPRA will impose additional data protection obligations on companies doing business in California, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It will also create a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement. The majority of the provisions will go into effect on January 1, 2023, and additional compliance investment and potential business process changes may be required. Although the CCPA currently exempts certain health-related information, including clinical trial data, the CCPA and the CPRA may increase our compliance costs and potential liability. The Virginia Consumer Data Protection Act was also recently passed and is scheduled to take effect on January 1, 2023. Similar laws have been proposed in other states, at the federal level and in other countries, and if passed, such laws may have potentially conflicting requirements that would make compliance challenging.
 
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Any actual or perceived failure by Science 37 to comply with applicable privacy and data security laws and regulations could result in regulatory investigations, reputational damage, orders to cease/change Science 37’s processing of its data, enforcement notices, and/or assessment notices (for a compulsory audit). Science 37 may also face civil claims including representative actions and other class action-type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.
Changes in U.S. tax laws, and the adoption of tax reform policies or changes in tax legislation or policies in jurisdictions outside of the United States, could adversely affect Science 37’s operating results and financial condition.
Science 37 is subject to federal and state income and non-income taxes in the United States. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating these taxes. Science 37’s effective tax rates could be affected by numerous factors, such as entry into new businesses and geographies, changes to Science 37’s existing business and operations, acquisitions and investments and how they are financed, changes in its stock price, changes in its deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles and interpretations. Science 37 is required to take positions regarding the interpretation of complex statutory and regulatory tax rules and on valuation matters that are subject to uncertainty, and tax authorities may challenge the positions that Science 37 takes.
Certain U.S. state and local tax authorities may assert that Science 37 has a nexus with such states or localities and may seek to impose state and local income taxes on its income allocated to such state and localities.
There is a risk that certain state tax authorities where Science 37 does not currently file a state income tax return could assert that Science 37 is liable for state and local income taxes based upon income or gross receipts allocable to such states or localities. States and localities are becoming increasingly aggressive in asserting nexus for state and local income tax purposes. Science 37 could be subject to additional state and local income taxation, including penalties and interest attributable to prior periods, if a state or local tax authority in a state or locality where Science 37 does not currently file an income tax return successfully asserts that Science 37’s activities give rise to nexus for state income tax purposes. Such tax assessments, penalties and interest may adversely affect Science 37’s cash tax liabilities, results of operations and financial condition.
Taxing authorities may successfully assert that Science 37 should have collected or in the future should collect sales and use or similar taxes for its services which could adversely affect Science 37’s results of operations.
State taxing authorities may assert that Science 37 had economic nexus with their state and were required to collect sales and use or similar taxes with respect to past or future services that Science 37 has provided or will provide, which could result in tax assessments and penalties and interest. The assertion of such taxes against Science 37 for past services, or any requirement that Science 37 collect sales taxes on the provision of future services, could have a material adverse effect on its business, cash tax liabilities, results of operations, and financial condition.
Science 37’s ability to use net operating losses to offset future income may be subject to certain limitations.
As of December 31, 2020, Science 37 had NOLs to offset future taxable income of approximately $103,569,264, of which approximately $30,230,297 will begin to expire in 2034, if not utilized. A lack of future taxable income would adversely affect Science 37’s ability to utilize these NOLs. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs and other pre-change tax attributes (such as research tax credits) to offset post-change taxable income. For these purposes, an ownership change generally occurs where the equity ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a three-year period (calculated on a rolling basis). Science 37’s existing NOLs may be subject limitations arising out of previous ownership changes
 
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and Science 37 may be limited as to the amount that can be utilized each year as a result of such previous ownership changes. In addition, future changes in Science 37’s stock ownership, including future offerings, as well as other changes that may be outside of its control, could result in additional ownership changes under Section 382 of the Code. Science 37’s NOLs may also be impaired under similar provisions of state law. Science 37 has not completed a formal study to determine if any ownership changes within the meaning of Sections 382 and 383 of the Code have occurred. If such ownership change has occurred, Science 37's ability to use its NOLs or tax credit carryforwards may be restricted, which could require Science 37 to pay federal or state income taxes earlier than would be required if such limitations were not in effect. Science 37 has recorded a full valuation allowance related to its NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.
In addition to the limitations discussed above under Sections 382 of the Code, the utilization of NOLs incurred in taxable years beginning after December 31, 2017, are subject to limitations adopted by the Tax Cuts and Jobs Act enacted in 2017 (the “TCJA”), as modified by the Coronavirus Aid, Relief, and Economic Security Act enacted in March 2020 (the “CARES Act”). Under the TCJA, in general, NOLs generated in taxable years beginning after December 31, 2017 may offset no more than 80% of such year’s taxable income and there is no ability for such NOLs to be carried back to a prior taxable year. The CARES Act modifies the TCJA with respect to the TCJA’s limitation on the deduction of NOLs and provides that NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021, may be carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not be carried back. In addition, the CARES Act eliminates the limitation on the deduction of NOLs to 80% of current year taxable income for taxable years beginning before January 1, 2021. As a result of such limitation, Science 37 may be required to pay federal income tax in some future year notwithstanding that it had a net loss for all years in the aggregate.
Science 37’s reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
U.S. generally accepted accounting principles (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on Science 37’s reported results of operations and could affect the reporting of transactions already completed before the announcement of such change.
Risks Related to the Combined Company’s Common Stock Following the Business Combination and the Combined Company Operating as a Public Company
Science 37 expects to incur increased costs and obligations as a result of being a public company.
As a public company, the Combined Company will incur significant legal, accounting and other expenses that Science 37 does not incur as a private company. For example, the Combined Company will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to the Combined Company’s business and results of operations. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm the Combined Company’s results of operations or cause the Combined Company to fail to meet its reporting obligations. We expect that compliance with these requirements will increase the Combined Company’s legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that the Combined Company’s management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect the Combined Company to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”), which will increase when the Combined Company is no longer an emerging growth company.
 
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We also expect that operating as a public company will make it more expensive for the Combined Company to obtain director and officer liability insurance, and the Combined Company may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for the Combined Company to attract and retain qualified people to serve on the Combined Company’s board of directors, its board committees or as executive officers.
The Combined Company anticipates that its operations will continue to increase in complexity as it grows, which will create management challenges.
Science 37’s business has experienced strong growth and is complex. Following the Business Combination, this growth is expected to continue, and the Combined Company’s operations will become increasingly complex. To manage this growth, the Combined Company will make substantial investments to improve its operational, financial, and management controls as well as its reporting systems and procedures. The Combined Company may not be able to implement and scale improvements to its systems and processes in a timely or efficient manner or in a manner that does not negatively affect its operating results. For example, the Combined Company may not be able to effectively monitor certain extraordinary contract requirements or individually negotiated provisions as the number of customers continues to grow. The Combined Company’s systems and processes may not prevent or detect all errors, omissions, or fraud. The Combined Company may have difficulty managing improvements to its systems, processes and controls or in connection with third-party software. This could impair the Combined Company’s ability to provide its products and services to its customers, causing it to lose customers, limiting products and services to less significant updates, or increasing technical support costs. If the Combined Company is unable to manage this complexity, its business, operations, operating results and financial condition may suffer.
As the Combined Company’s customer base continues to grow, it will need to expand its services and other personnel, and maintain and enhance its partnerships to provide a high level of customer service. Extended stay-at-home, business closure, and other restrictive orders may impact its ability to identify, hire, and train new personnel. The Combined Company will also need to manage its sales processes as its sales personnel and partner network continue to grow and become more complex, and as it continues to expand into new geographies and market segments. If the Combined Company does not effectively manage this increasing complexity, the quality of its operating system and customer service could suffer, and it may not be able to adequately address competitive challenges. These factors could impair the ability to attract and retain customers and expand customers’ use of the Combined Company’s products and services.
If the Combined Company fails to maintain an effective system of internal control over financial reporting, the Combined Company may not be able to accurately report its financial results or prevent fraud. As a result, the Combined Company’s stockholders could lose confidence in its financial and other public reporting, which would harm its business and the trading price of its common stock.
Effective internal control over financial reporting is necessary for the Combined Company to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause the Combined Company to fail to meet its reporting obligations. In addition, any testing by the Combined Company, as and when required, conducted in connection with Section 404 or any subsequent testing by the Combined Company’s independent registered public accounting firm, as and when required, may reveal deficiencies in the Combined Company’s internal control over financial reporting that are deemed to be significant deficiencies or material weaknesses or that may require prospective or retroactive changes to its financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in the Combined Company’s reported financial information, which could have a negative effect on the trading price of its common stock.
Pursuant to Section 404, the Combined Company will be required to furnish a report by its management on its internal control over financial reporting. To achieve compliance with Section 404 within the prescribed period, the Combined Company will be engaged in a process to document and evaluate its internal control over financial reporting, which is both costly and challenging. In this regard, the Combined Company will need to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan
 
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to assess and document the adequacy of internal control over financial reporting, take steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite the Combined Company’s efforts, there is a risk that neither the Combined Company, nor its independent registered public accounting firm will be able to conclude within the prescribed timeframe that its internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of the Combined Company’s financial statements.
Science 37’s management has limited experience in operating a public company.
Science 37’s executive officers have limited experience in the management of a publicly traded company. Science 37’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the Combined Company. The Combined Company may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Combined Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.
Subsequent to the consummation of the Business Combination, the Combined Company may be required to take writedowns or write-offs, or the Combined Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and the price of its Common Stock, which could cause you to lose some or all of your investment.
Although we have conducted due diligence on Science 37, this diligence may not surface all material issues that may be present with Science 37’s business. Factors outside of the Combined Company’s control may, at any time, arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure the Combined Company’s operations or incur impairment or other charges that could result in the Combined Company reporting losses.
Even if our due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Combined Company’s liquidity, the fact that the Combined Company reports charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause the Combined Company to be unable to obtain future financing on favorable terms or at all.
Because the Combined Company will become a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s stockholders may face additional risks and uncertainties.
Because the Combined Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of the Combined Company’s common stock, and, accordingly, the Combined Company’s stockholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the shares of the Combined Company’s common stock, LSAQ’s stockholders
 
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must rely on the information included in this proxy statement/prospectus. Although LSAQ performed a due diligence review and investigation of Science 37 in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Combined Company because it may not have uncovered facts that would be important to a potential investor.
In addition, because the Combined Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Combined Company than they might if the Combined Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s common stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Combined Company’s common stock. See “— If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.
There can be no assurance that the Combined Company’s common stock will be approved for listing on Nasdaq or that the Combined Company will be able to comply with the continued listing standards of Nasdaq.
In connection with the Business Combination, in order to continue to maintain the listing of the Combined Company’s common stock on Nasdaq, it will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. The Combined Company will apply to have its common stock listed on Nasdaq upon consummation of the business combination. However, there can be no assurances that it will be able to meet all initial listing requirements. Furthermore, even if the Combined Company’s common stock are listed on Nasdaq, it may be unable to maintain the listing of Science 37’s securities in the future.
If, in connection with or after the consummation of the Business Combination, the Combined Company fails to meet the initial listing requirements or maintain the listing, and if Nasdaq or another national securities exchange does not list Science 37’s securities on its exchange, Science 37’s stockholders could face significant material adverse consequences, including:

a limited availability of market quotations for the Combined Company’s common stock;

reduced liquidity for the Combined Company’s common stock;

a determination that the Combined Company’s common stock is a “penny stock” which will require brokers to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Combined Company’s common stock;

a limited amount of news and analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the Combined Company’s common stock were not listed on the Nasdaq, such securities would not qualify as covered securities and the Combined Company would be subject to regulation in each state in which it offers securities because states are not preempted from regulating the sale of securities that are not covered securities.
The Sponsor, existing stockholders of Science 37 and the PIPE Investors will beneficially own a significant equity interest in the Combined Company and may take actions that conflict with your interests.
The interests of the Sponsor, existing stockholders of Science 37 and the PIPE Investors may not align with the interests of the Combined Company and its other stockholders. The Sponsor, certain existing stockholders of Science 37 and the PIPE Investors are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with the Combined Company. The Sponsor, existing stockholders of Science 37 and the PIPE Investors, and their
 
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respective affiliates, may also pursue acquisition opportunities that may be complementary to the Combined Company’s business and, as a result, those acquisition opportunities may not be available.
The Combined Company’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. The failure to raise capital when needed could harm the Combined Company’s business, operating results and financial condition. Debt or equity issued to raise additional capital may reduce the value of the Combined Company’s common stock.
LSAQ and Science 37 cannot be certain when or if the operations of the Combined Company will generate sufficient cash to fund its ongoing operations or the growth of its business. The Combined Company intends to make investments to support Science 37’s current business and may require additional funds to respond to business challenges, including the need to develop new features or enhance its software, improve its operating infrastructure or acquire complementary businesses and technologies. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, the Combined Company may be unable to invest in future growth opportunities, which could harm its business, operating results and financial condition. If the Combined Company incurs debt, the debt holders could have rights senior to holders of shares of the Combined Company’s common stock to make claims on the Combined Company’s assets. The terms of any debt could restrict the Combined Company’s operations, including its ability to pay dividends on the Combined Company’s common stock. If the Combined Company issues additional equity securities following the Business Combination, stockholders will experience dilution, and the new equity securities could have rights senior to those of the Combined Company’s common stock. Because the decision to issue securities in any future offering will depend on numerous considerations, including factors beyond the Combined Company’s control, the Combined Company cannot predict or estimate the amount, timing or nature of any future issuances of debt or equity securities. As a result, stockholders will bear the risk of future issuances of debt or equity securities reducing the value of their shares of the Combined Company’s common stock and diluting their interest.
The Combined Company may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.
The Combined Company may issue additional shares of its common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of indebtedness that may be outstanding at such time or under our 2021 Plan and our ESPP, without stockholder approval, in a number of circumstances.
Our issuance of additional shares of the Combined Company’s common stock or other equity securities of equal or senior rank could have the following effects:

your proportionate ownership interest in the Combined Company will decrease;

the relative voting strength of each previously outstanding share of the Combined Company’s common stock may be diminished; or

the market price of shares of the Combined Company’s common stock may decline.
The market price of the Combined Company’s common stock is likely to be highly volatile. If the benefits of the Merger do not meet the expectations of investors, stockholders or financial analysts, the market price of the Combined Company’s common stock may decline, and you may lose some or all of your investment.
If the benefits of the Merger do not meet the expectations of investors, stockholders or securities analysts, the market price of the Combined Company’s common stock following the Closing may decline. Accordingly, the valuation ascribed to the Science 37 business and LSAQ common stock in the Merger may not be indicative of the price that will prevail in the trading market following the consummation of the Merger. The market price of the Combined Company’s common stock at the time the Merger is consummated may vary significantly from the market price of LSAQ’s common stock on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which LSAQ’s stockholders vote on the Merger.
Following the consummation of the Merger, the trading price of the Combined Company’s common stock may fluctuate substantially and may be lower than the current market price of LSAQ’s common
 
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stock. If an active market for the Combined Company’s common stock develops, the trading price of the Combined Company’s common stock following the consummation of the Merger could be volatile and subject to wide fluctuations. The trading price of the Combined Company’s common stock following the consummation of the Merger will depend on many factors, including those described in this “Risk Factors” section, many of which will be beyond the Combined Company’s control and may not be related to the Combined Company’s operating performance. These fluctuations could cause you to lose all or part of your investment in the Combined Company’s common stock since you might be unable to sell your shares at or above the price attributed to them in the Merger. Any of the factors listed below could have a material adverse effect on your investment in the Combined Company’s common stock, which may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Combined Company’s common stock may not recover and may experience a further decline.
Factors affecting the trading price of the Combined Company’s common stock following the consummation of the Merger may include:

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;

changes in the market’s expectations about our operating results;

the public’s reaction to our press releases, other public announcements and filings with the SEC;

speculation in the press or investment community;

actual or anticipated developments in the Combined Company’s business, competitors’ businesses or the competitive landscape generally;

the operating results failing to meet the expectation of securities analysts or investors in a particular period;

changes in financial estimates and recommendations by securities analysts concerning Science 37 or the market in general;

operating and stock price performance of other companies that investors deem comparable to ours;

changes in laws and regulations affecting the Combined Company’s business;

commencement of, or involvement in, litigation involving the Combined Company;

changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of debt;

the volume of the Combined Company’s common stock available for public sale;

any major change in the Combined Company’s board of directors or management;

sales of substantial amounts of the Combined Company’s common stock by our directors, officers or significant stockholders or the perception that such sales could occur;

general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and

other risk factors listed under “Risk Factors.”
Broad market and industry factors may materially harm the market price of the Combined Company’s common stock irrespective of the Combined Company’s operating performance. The stock market in general and the Nasdaq have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Combined Company’s common stock, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the Combined Company could depress the Combined Company’s stock price regardless of the Combined Company’s business, prospects, financial condition or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of Combined Company Common Stock, regardless of
 
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the Combined Company’s actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the consummation of the Merger. A decline in the market price of Combined Company’s common stock also could adversely affect the Combined Company’s ability to issue additional securities and the Combined Company’s ability to obtain additional financing in the future.
Volatility in the Combined Company’s share price could subject the Combined Company to securities class action litigation.
In the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against the Combined Company, could result in substantial costs and a diversion of our management’s attention and resources, which could harm our business. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.
The unaudited pro forma financial information included herein may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.
LSAQ is a blank check company with no operating history or results.
This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the Combined Company. The unaudited pro forma condensed combined statements of operations of the Combined Company for the year ended December 31, 2020 and the six months ended June 30, 2021 combine the historical statements of operations of LSAQ and Science 37 on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2020, the beginning of the earliest period presented. The unaudited pro forma condensed combined balance sheet of the Combined Company as of June 30, 2021 combines the historical balance sheets of LSAQ and Science 37 on a pro forma basis as if the Business Combination had been consummated on June 30, 2021.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Combined Company. Accordingly, the Combined Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.
The trading market for the Combined Company’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade its common stock or change their opinion, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.
Following the consummation of the Business Combination, our only significant asset will be our ownership interest in Science 37 and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the Combined Company’s common stock or satisfy our other financial obligations.
Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of Science 37. We and certain investors, the Science 37
 
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Stockholders, and directors and officers of Science 37 and its affiliates will become stockholders of the Combined Company. We will depend on Science 37 for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to the Combined Company’s common stock. The financial condition and operating requirements of Science 37 may limit our ability to obtain cash from Science 37. The earnings from, or other available assets of, Science 37 may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the Combined Company’s common stock or satisfy our other financial obligations.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to the Business Combination.
Since we have no current plans to pay regular cash dividends on the Combined Company’s common stock, stockholders may not receive any return on investment unless they sell their common stock for a price greater than that which they paid for it.
We do not currently anticipate paying any regular cash dividends on the Combined Company’s common stock. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our results of operations, financial condition, cash requirements and other factors that the Board may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our common stock is solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur.
Future sales of shares of the Combined Company’s common stock may depress its stock price.
Sales of a substantial number of shares of the Combined Company’s common stock in the public market after the consummation of the Merger, or the perception that these sales might occur, could depress the market price of the Combined Company’s common stock and could impair its ability to raise capital through the sale of additional equity securities.
Delaware law, the Proposed Charter and the Combined Company Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
The Proposed Charter and the Combined Company Bylaws that will be in effect upon the Closing, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of our common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our Board or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Charter and the Combined Company Bylaws include provisions regarding:

a staggered Board whereby the directors of the Combined Company are divided into three classes, with each class subject to retirement and re-election once every three years on a rotating basis;

the ability of our Board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

the election of directors to be determined by a plurality of votes cast by the stockholders;

the limitation of the liability of, and the indemnification of, our directors and officers;

the Combined Company’s election to not be governed by Section 203 of the DGCL;

the limitation on the stockholders’ ability to act by written consent;
 
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the ability of our Board to amend the bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

advance notice procedures with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Combined Company; and

the ability to call special meetings of the stockholders which can be exercised only by a majority of the Board, the chairperson of the Board, the chief executive officer or the president.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our Board or management.
LSAQ will enter into a Director Nomination Agreement with certain of Science 37 stockholders, which, together with the Combined Company Bylaws, will provide them with certain governance rights with respect to the Combined Company.
The Merger Agreement contemplates that, in connection with the Closing, LSAQ will enter into a Director Nomination Agreement with certain Science 37 stockholders. The Merger Agreement and the Director Nomination Agreement Term Sheet attached thereto provide that, as of the Closing, the initial board of the Combined Company will consist of at least seven members, including:

one director to be designated by LSAQ;

the Chief Executive Officer of the Combined Company following the Closing;

John W. Hubbard as one member of the audit committee of the Board;

Neil Tiwari;

one independent director to be designated by certain entities affiliated with Redmile Group, LLC;

one independent director to be designated by certain affiliates of Lux Capital; and

one independent director to be designated by Pharmaceutical Product Development, LLC.
The Director Nomination Agreement will also provide, among other things, that from and after the Closing and until such time as it holds less than 10.0% of the then-issued and outstanding common stock of the Combined Company, each of such stockholders will be entitled to nominate one person for election as a director of the Board at the applicable meeting of the stockholders of the Combined Company, and subject to the Board’s fiduciary duties, the Board will recommend such director nominees for stockholder approval.
See the section of this proxy statement/prospectus entitled “Proposal 1 — The Business Combination Proposal — Certain Related Agreements — Director Nomination Agreement.”
The provision of the Combined Company Bylaws requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
The Combined Company Bylaws will require, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, the Proposed Charter or our bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought in a state court located within the state of Delaware (or if no state court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. The foregoing provision will not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction.
 
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Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Combined Company’s capital stock will be deemed to have notice of and consented to the forum provisions in the Proposed Charter. The enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws, a court could find the choice of forum provisions contained in the Combined Company Bylaws to be inapplicable or unenforceable.
Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds either exclusive forum provision contained in the Proposed Charter to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
The Combined Company will be an emerging growth company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make its shares less attractive to investors.
After the consummation of the Business Combination, the Combined Company will be an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Combined Company will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the IPO of LSAQ, (b) in which the Combined Company has total annual gross revenue of at least $1.07 billion or (c) in which the Combined Company is deemed to be a large accelerated filer, which means the market value of shares of the Combined Company’s common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (ii) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.
In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies.
Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this proxy statement and the Combined Company’s periodic reports and proxy statements.
The Combined Company cannot predict if investors will find its common stock less attractive because the Combined Company may rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for the common stock and its market price may be more volatile.
 
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Risks Related to LSAQ’s Business and the Business Combination
LSAQ will be forced to liquidate the Trust Account if it cannot consummate a business combination by the date that is 24 months from the closing of the IPO, or November 24, 2022. In the event of a liquidation, LSAQ’s public stockholders will receive $10.00 per share.
If LSAQ is unable to complete a business combination by the date that is 24 months from the closing of the IPO, or November 24, 2022, and is forced to liquidate, the per-share liquidation distribution will be $10.00.
You must tender your shares of common stock in order to validly seek redemption at the Meeting of stockholders.
In connection with tendering your public shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your common stock to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.
If the conditions to the Merger Agreement are not met, the Business Combination may not occur.
Even if the Merger Agreement is approved by Science 37 and Science 37’s stockholders, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Merger Agreement, see the section titled “Proposal 1 — The Business Combination Proposal — Conditions to the Closing of the Business Combination.” LSAQ and Science 37 may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause LSAQ and Science 37 to each lose some or all of the intended benefits of the Business Combination.
If third parties bring claims against LSAQ, the proceeds held in trust could be reduced and the per-share liquidation price received by LSAQ’s stockholders may be less than $10.00.
LSAQ’s placing of funds in trust may not protect those funds from third party claims against LSAQ. Although LSAQ has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of LSAQ’s public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of LSAQ’s public stockholders. If LSAQ liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to its public stockholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, LSAQ cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for our stockholders may be less than $10.00 due to such claims.
Additionally, if LSAQ is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in LSAQ’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, LSAQ may not be able to return $10.00 to our public stockholders.
Any distributions received by LSAQ stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, LSAQ was unable to pay its debts as they fell due in the ordinary course of business.
LSAQ’s Certificate of Incorporation provides that it will continue in existence only until the date that is 24 months from the closing of the IPO, or November 24, 2022. If LSAQ is unable to consummate a
 
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transaction within the required time periods, upon notice from LSAQ, the trustee of the Trust Account will distribute the amount in its Trust Account to its public stockholders. Concurrently, LSAQ shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although LSAQ cannot assure you that there will be sufficient funds for such purpose.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $406,405 of proceeds held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations we may owe or for working capital purposes (provided that the funds released for working capital purposes may not exceed $250,000 annually).
However, we may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.
If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.
The announcement of the Business Combination could disrupt the Combined Company’s relationships with its customers, members, providers, business partners and others, as well as its operating results and business generally.
Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on the Combined Company’s business include the following:

its employees may experience uncertainty about their future roles, which might adversely affect the Combined Company’s ability to retain and hire key personnel and other employees;

customers, business partners and other parties with which the Combined Company maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with the Combined Company or fail to extend an existing relationship or subscription with the Combined Company; and

the Combined Company has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Merger.
If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the Combined Company’s results of operations and cash available to fund its business.
Stockholder litigation and regulatory inquiries and investigations are expensive and could harm LSAQ’s business, financial condition and operating results and could divert management attention.
In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against LSAQ, whether or not resolved in LSAQ’s favor, could result in substantial costs and divert LSAQ’s management’s attention from other business concerns, which could adversely affect LSAQ’s business and cash resources and the ultimate value LSAQ’s stockholders receive as a result of the Business Combination.
 
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The Initial Stockholders who own shares of common stock and Private Placement Warrants will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.
As of the Record Date, the Initial Stockholders owned an aggregate of 10,011,301 shares of common stock and 3,146,453 shares of common stock underlying Private Placement Warrants. They have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the Trust Account if LSAQ is unable to consummate a business combination. Based on a market price of $9.96 per share of common stock on September 10, 2021, the value of these shares was $31,338,672. The shares of common stock acquired prior to the IPO will be worthless if LSAQ does not consummate a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting Science 37 as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in LSAQ’s public stockholders’ best interest.
LSAQ is requiring stockholders who wish to redeem their public shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.
LSAQ is requiring stockholders who wish to redeem their common stock to either tender their certificates to Continental or to deliver their shares to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is LSAQ’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than LSAQ anticipates for stockholders to deliver their common stock, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their common stock.
LSAQ will require its public stockholders who wish to redeem their public shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their public shares when they wish to in the event that the Business Combination is not consummated.
If LSAQ requires public stockholders who wish to redeem their public shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, LSAQ will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their public shares in such a circumstance will be unable to sell their securities after the failed acquisition until LSAQ has returned their securities to them. The market price for shares of our common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.
If LSAQ’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of LSAQ’s securities.
LSAQ’s Initial Stockholders are entitled to make a demand that it register the resale of their insider shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, our Initial Stockholders, officers and directors are entitled to demand that LSAQ register the resale of the shares underlying any securities our Initial Stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time after LSAQ consummates a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 5,148,713 shares of common stock eligible for trading in the public market, including the 2,002,260 founder shares and 3,146,453 shares of common stock to be issued upon the
 
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conversion of the Private Placement Warrants. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of LSAQ’s securities.
LSAQ will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its stockholders.
LSAQ is not required to obtain an opinion from an unaffiliated third party that the price it is paying in the Business Combination is fair to its public stockholders from a financial point of view. LSAQ’s public stockholders therefore, must rely solely on the judgment of the Board.
LSAQ’s directors and officers may have certain conflicts in determining to recommend the acquisition of Science 37, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.
LSAQ’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the shares of common stock and Private Placement Warrants owned by LSAQ’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and LSAQ otherwise fails to consummate a business combination prior to November 24, 2022 (unless such date has been extended as described herein).
LSAQ and Science 37 have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by LSAQ if the Business Combination is completed or by LSAQ if the Business Combination is not completed.
LSAQ and Science 37 expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, LSAQ expects to incur approximately $1.4 million in expenses excluding deferred underwriting fees. These expenses will reduce the amount of cash available to be used for other corporate purposes by LSAQ if the Business Combination is completed or by LSAQ if the Business Combination is not completed. If the Business Combination is not consummated, LSAQ may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.
The ability of the public stockholders to exercise redemption rights with respect to a large number of shares of LSAQ Common Stock could increase the probability that the Business Combination will be unsuccessful and that LSAQ’s stockholders will have to wait for liquidation in order to redeem their public shares.
Since the Business Combination Agreement requires that LSAQ have, in the aggregate, cash (held both in and outside of the Trust Account) that is equal to or greater than $200.0 million, the probability that the Business Combination will be unsuccessful is increased if a large number of the public shares are tendered for redemption. If the Business Combination is unsuccessful, the public stockholders will not receive their pro rata portion of the Trust Account until the Trust Account is liquidated. If the public stockholders are in need of immediate liquidity, they could attempt to sell their public shares in the open market; however, at such time, the common stock may trade at a discount to the pro rata per share amount in the Trust Account. In either situation, LSAQ’s stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with the redemption until LSAQ is liquidated or LSAQ’s stockholders are able to sell their public shares in the open market.
In the event that a significant number of public shares are redeemed, our common stock may become less liquid following the Business Combination.
If a significant number of public shares are redeemed, LSAQ may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the Combined Company may be limited and your ability to sell your shares in the market could be adversely affected. The Combined Company intends to
 
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apply to list its shares on Nasdaq, and Nasdaq may not list the common stock on its exchange, which could limit investors’ ability to make transactions in LSAQ’s securities and subject LSAQ to additional trading restrictions.
The Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq. However, the Combined Company may be unable to maintain the listing of its securities in the future.
If the Combined Company fails to meet the continued listing requirements and Nasdaq delists its securities, LSAQ could face significant material adverse consequences, including:

a limited availability of market quotations for its securities;

a limited amount of news and analyst coverage for the company; and

a decreased ability to issue additional securities or obtain additional financing in the future.
LSAQ may waive one or more of the conditions to the Business Combination without resoliciting shareholder approval for the Business Combination.
LSAQ may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the Board determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, LSAQ has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to LSAQ’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting Science 37’s conduct of its business, however, if the Board determines that any such order or injunction is not material to the business of Science 37, then the Board may elect to waive that condition without shareholder approval and close the Business Combination.
LSAQ’s stockholders will experience immediate dilution as a consequence of, among other transactions, the issuance of common stock as consideration in the Business Combination and the PIPE Investment. Having a minority share position may reduce the influence that LSAQ’s current stockholders have on the management of LSAQ.
It is anticipated that upon completion of the Business Combination, LSAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 6.0% in the Combined Company, the PIPE Investment investors will own approximately 21.0% of the Combined Company (such that the public stockholders, including the PIPE Investment investors, would own approximately 15.0% of the Combined Company), the Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately 3.9% of the Combined Company and the Science 37 stockholders will own approximately 75.1% of the Combined Company.
The ownership percentages above with respect to the Combined Company does not take into account (i) the redemption of any shares by the LSAQ public stockholders or (ii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Award Plan. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the last stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”
If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Board will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be completed.
The Board is seeking approval to adjourn the Meeting to a later date or dates if, at the Meeting, LSAQ is unable to consummate the Business Combination. If the Adjournment Proposal is not approved, the Board will not have the ability to adjourn the Meeting to a later date and, therefore, the Business Combination would not be completed.
 
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THE MEETING
General
LSAQ is furnishing this proxy statement/prospectus to the LSAQ stockholders as part of the solicitation of proxies by the Board for use at the Meeting of LSAQ stockholders to be held on [•], 2021 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about [•], 2021 in connection with the vote on the Proposals. This proxy statement/prospectus provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Meeting.
Date, Time and Place
The Meeting will be held at [•] [•].m., Eastern Time, on [•] and conducted exclusively via teleconference, or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the Meeting, and you will not be able to attend the meeting in person. The telephonic Meeting can be accessed using the following dial-in information:
U.S. Toll Free 1-877-211-3621
International Toll 1-719-325-2765
Participant Passcode 655 355 1080.
We are pleased to utilize the telephonic stockholder meeting platform to provide ready access and cost savings for our stockholders and LSAQ. The Meeting format allows attendance from any location in the world.
Record Date; Who is Entitled to Vote
LSAQ has fixed the close of business on [•], 2021, as the record date for determining those LSAQ stockholders entitled to notice of and to vote at the Meeting. As of the close of business on [•], 2021, there were 10,011,301 shares of common stock issued and outstanding and entitled to vote, of which 8,009,041 are public shares and 2,002,260 are founder shares held by the Initial Stockholders. Each holder of shares of common stock is entitled to one vote per share on each Proposal. If your shares are held in “street name,” you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.
In connection with our IPO, we entered into certain letter agreements pursuant to which the Initial Stockholders agreed to vote any shares of common stock owned by them in favor of our initial business combination. The Initial Stockholders also entered into a certain support agreement with Science 37, pursuant to which they agreed to, among other things, vote in favor of the Business Combination Proposal and the other Proposals. As of the date of this proxy statement/prospectus, the Initial Stockholder hold approximately 20% of the outstanding common stock.
Quorum and Required Vote for Shareholder Proposals
A quorum of LSAQ stockholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if a majority of the shares of common stock issued and outstanding is present in person by teleconference or represented by proxy and entitled to vote at the Meeting. Abstentions by teleconference and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.
Approval of the Business Combination Proposal, the Governance Proposals (on an advisory basis), the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by teleconference or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Approval Proposal will require the approval of a majority of the issued and outstanding shares of common stock. Attending the Meeting either in person by
 
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teleconference or represented by proxy and abstaining from voting and a broker non-vote will have the same effect as voting against the Charter Approval Proposal.
Along with the approval of the Charter Approval Proposal, the Stock Plan Proposal, the ESPP Proposal, and the Nasdaq Proposal and the approval of the Business Combination Proposal are conditions to the consummation of the Business Combination. If the Business Combination Proposal is not approved, the Business Combination will not take place. Approval of the Business Combination Proposal is also a condition to Proposal 2, Proposal 4, Proposal 5 and Proposal 6. If the Charter Approval Proposal and the Nasdaq Proposal are not approved, the Business Combination Proposal will have no effect (even if approved by the requisite vote of our stockholders at the Meeting of any adjournment or postponement thereof) and the Business Combination will not occur. Proposals 3A-3E and Proposal 7 are not conditioned on, and therefore do not require the approval of, the Business Combination Proposal and Business Combination to be effective.
Voting Your Shares
Each share of common stock that you own in your name entitles you to one vote on each Proposal for the Meeting. Your proxy card shows the number of shares of common stock that you own.
There are two ways to ensure that your shares of common stock are voted at the Meeting:

You can vote your shares by signing, dating and returning the enclosed proxy card in the pre-paid postage envelope provided. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board. Our Board recommends voting “FOR” each of the Proposals. If you hold your shares of common stock in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that the votes related to the shares you beneficially own are properly represented and voted at the Meeting.

You can participate in the Meeting and vote during the Meeting even if you have previously voted by submitting a proxy as described above. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way LSAQ can be sure that the broker, bank or nominee has not already voted your shares.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS).
Revoking Your Proxy
If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

you may send another proxy card with a later date;

if you are a record holder, you may notify our proxy solicitor, Advantage Proxy, in writing before the Meeting that you have revoked your proxy; or

you may participate in the Meeting, revoke your proxy, and vote during the Meeting, as indicated above.
Who Can Answer Your Questions About Voting Your Shares
If you have any questions about how to vote or direct a vote in respect of your shares of common stock, you may contact Advantage Proxy, our proxy solicitor as follows:
 
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Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com
No Additional Matters May Be Presented at the Meeting
This Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposals (on an advisory basis), the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and the Adjournment Proposal. Under the Existing Charter, other than procedural matters incident to the conduct of the Meeting, no other matters may be considered at the Meeting if they are not included in the notice of the Meeting.
Approval of the Business Combination Proposal, the Governance Proposals (on an advisory basis), the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by teleconference or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Approval Proposal will require the approval of a majority of the issued and outstanding shares of common stock.
Redemption Rights
Pursuant to the Existing Charter, a holder of public shares may demand that LSAQ redeem such shares for cash in connection with a business combination. You may not elect to redeem your shares prior to the completion of a business combination.
If you are a public stockholder and you seek to have your shares redeemed, you must submit your request in writing that we redeem your public shares for cash no later than 5.00 p.m., Eastern Time on [•], 2021 (at least two business days before the Meeting). The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of the shares to be redeemed and must be sent to Continental at the following address:
Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind, Senior Vice President & Director of Shareholder Services
Email: mzimkind@continentalstock.com
You must tender the public shares for which you are electing redemption at least two business days before the Meeting by either:

Delivering certificates representing shares of common stock to Continental, or

Delivering the shares of common stock electronically through the DWAC system.
Any corrected or changed written demand of redemption rights must be received by Continental at least two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the Meeting.
Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of shares of common stock as of the Record Date. Any public stockholder who holds shares of LSAQ on or before [•], 2021 (at least two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.
 
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In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental or deliver your shares to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the Meeting.
If you wish to tender through the DWAC system, please contact your broker and request delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Continental will need to act together to facilitate this request. It is LSAQ’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. LSAQ does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares of common stock before exercising their redemption rights and thus will be unable to redeem their shares of common stock.
In the event that a stockholder tenders its shares of common stock and decides prior to the consummation of the Business Combination that it does not want to redeem its shares of common stock, the stockholder may withdraw the tender. In the event that a stockholder tenders shares of common stock and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. LSAQ anticipates that a stockholder who tenders shares of common stock for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares of common stock soon after the completion of the Business Combination.
If properly demanded by LSAQ’s public stockholders, LSAQ will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of September 10, 2021, this would amount to approximately $10.00 per share. If you exercise your redemption rights, you will be exchanging your shares of common stock for cash and will no longer own the shares of common stock.
Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” ​(as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the shares of common stock.
If too many public stockholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.
Appraisal Rights
Appraisal rights are not available to holders of shares of common stock in connection with the proposed Business Combination.
Proxies and Proxy Solicitation Costs
LSAQ is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. LSAQ and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. LSAQ will bear the cost of solicitation. Advantage Proxy, a proxy solicitation firm that LSAQ has engaged to assist it in soliciting proxies, will be paid its customary fee of approximately $7,500 and be reimbursed out-of-pocket expenses.
LSAQ will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. LSAQ will reimburse them for their reasonable expenses.
 
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PROPOSAL 1 — THE BUSINESS COMBINATION PROPOSAL
We are asking our stockholders to adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated thereby. Our stockholders should read carefully this proxy statement/prospectus in its entirety, including the subsection below titled “The Merger Agreement,” for more detailed information concerning the Business Combination and the terms and conditions of the Merger Agreement. We also urge our stockholders to read carefully the Merger Agreement in its entirety before voting on this Proposal. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.
General
On May 6, 2021, LifeSci Acquisition II Corp., a Delaware corporation (“LSAQ”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among LSAQ, LifeSci Acquisition II Merger Sub, Inc. a Delaware corporation and a wholly-owned subsidiary of LSAQ (“Merger Sub”), and Science 37, Inc., a Delaware corporation (“Science 37”). Pursuant to the terms of the Merger Agreement, a business combination between LSAQ and Science 37 will be effected through the merger of Merger Sub with and into Science 37, with Science 37 surviving the merger as a wholly-owned subsidiary of LSAQ (the “Business Combination”). The board of directors of LSAQ (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of LSAQ.
The Merger Agreement
The following is a summary of the material terms of the Merger Agreement. The following summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus.
The Merger Agreement contains representations and warranties that LSAQ and Merger Sub, on the one hand, and Science 37, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties to the Merger Agreement. Some of these schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about LSAQ or Science 37, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between LSAQ and Merger Sub, and Science 37 and are modified by the disclosure schedules.
Treatment of Science 37 Securities; Merger Consideration
Pursuant to the terms of the Merger Agreement, the outstanding securities of Science 37 will be converted into the merger consideration as follows:
Preferred Stock.   Immediately prior to the Effective Time and subject to the consent of the holders of a majority of the then outstanding shares of Science 37’s Series A, Series B, Series C, Series D and Series D-1 preferred stock, par value $0.0001 per share (collectively, the “Science 37 Preferred Stock”), voting together as a single class on an as-converted basis, each issued and outstanding share of Science 37 Preferred Stock shall be converted into shares of common stock, par value $0.0001 per share, of Science 37 (the “Science 37 Common Stock”) at the then-applicable conversion rates (the “Science 37 Preferred Stock Conversion”).
Warrants.   Prior to the Effective Time, Science 37 will use its commercially reasonable efforts to cause the holder of each outstanding and unexercised warrant to purchase shares of Science 37 Common Stock (“Science 37 Warrant”) to exercise such Science 37 Warrant in exchange for shares of Science 37 Common Stock, provided that, at the Effective Time, each Science 37 Warrant that remains outstanding and unexercised immediately prior to the Effective Time will be converted into a warrant exercisable to receive common stock, par value $0.0001 per share, of LSAQ (the “LSAQ Common Stock”), in accordance with its terms. From and after the Effective Time: (i) each Science 37 Warrant assumed by LSAQ may be exercised solely for
 
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shares of LSAQ Common Stock; (ii) the number of shares of LSAQ Common Stock subject to each Science 37 Warrant assumed by LSAQ will be determined by multiplying (A) the number of shares of Science 37 Common Stock, or the number of shares of Science 37 Common Stock issuable upon exercise of the Science 37 Warrant that were subject to such Science 37 Warrant immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number up to the nearest whole number of shares of LSAQ Common Stock; (iii) the per share exercise price for LSAQ Common Stock issuable upon exercise of each Science 37 Warrant assumed by LSAQ will be determined by dividing the per share exercise price of Science 37 Common Stock subject to the Science 37 Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Science 37 Warrant assumed by LSAQ will continue in full force and effect and the terms and other provisions of such Science 37 Warrant will otherwise remain unchanged. The Exchange Ratio is defined in the Merger Agreement to be the quotient of (i) 100,000,000 divided by (ii) the number of shares of Science 37’s Fully Diluted Capital Stock (as defined in the Merger Agreement).
Common Stock.   At the Effective Time, each share of Science 37 Common Stock (including such shares of Science 37 Common Stock outstanding immediately prior to the Effective Time as a result of the Science 37 Preferred Stock Conversion, but excluding such shares the holders of which perfect rights of appraisal under applicable Delaware law) will be converted into the right to receive such number of shares of LSAQ Common Stock equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement) and a number of Earn-Out Shares (as defined below).
Stock Options.   At the Effective Time, each outstanding option to purchase shares of Science 37 Common Stock granted under the Science 37, Inc. 2015 Stock Plan (each, a “Science 37 Option”), whether or not then vested and exercisable, will be converted automatically (and without any required action on the part of such holder of outstanding Science 37 Option) into an option to purchase a number of shares of LSAQ Common Stock equal to the number of shares of Science 37 Common Stock subject to such Science 37 Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share), with a per share exercise price equal to the exercise price per share of Science 37 Common Stock of such Science 37 Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent). Notwithstanding the foregoing, in the event the per share exercise price of a Science 37 Option is greater than or equal to the cash equivalent of a number of shares of LSAQ Common Stock equal to the Exchange Ratio, subject to rounding mechanisms as described in the Merger Agreement, such Science 37 Option shall be cancelled for no consideration.
Earn-Out Shares.   Following the closing of the Business Combination, former holders of shares of Science 37 Common Stock (including such shares received as a result of the Science 37 Preferred Stock conversion) and former holders of Science 37 Options will be entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of LSAQ Common Stock (the “Earn-Out Shares”) if, during the period beginning on the Closing Date and ending on the date that is three (3) years after the Closing Date, the share price equal to the volume weighted average price of LSAQ Common Stock for a period of at least 20 days out of 30 consecutive trading days:
(i)
is equal to or greater than $15.00, a one-time aggregate issuance of 5,000,000 Earn-Out Shares will be made; and
(ii)
is equal to or greater than $20.00, a one-time aggregate issuance of 7,500,000 Earn-Out Shares will be made.
In respect of a former holder of Science 37 Options, receipt of the Earn-Out Shares is subject to continued services to LSAQ or one of its subsidiaries at the time of the applicable Triggering Event. If there is a change of control of LSAQ or its successor within the three-year period following the closing of the Business Combination that will result in the holders of LSAQ Common Stock receiving a per share price equal to or in excess of any Triggering Event threshold(s), then immediately prior to such change of control, any Triggering Event that has not previously occurred shall be deemed to have occurred and LSAQ shall issue the Earn-Out Shares to the former holders of shares of Science 37 Common Stock and former holders of Science 37 Options in accordance with their respective pro rata shares.
 
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Directors and Executive Officers of the Combined Company Following the Business Combination
Each current member of the Board will cease to be a director upon the consummation of the Business Combination. Effective as of the closing of the Business Combination, the board of directors of the Combined Company will initially consist of at least seven members, one of which will be appointed by LSAQ pursuant to the Merger Agreement, and the remainder of which will be appointed by Science 37 and certain stockholders of Science 37. The initial board of directors of the Combined Company (the “Post-Combination Board”) will be comprised of the following: one director to be designated by LSAQ, the Chief Executive Officer of LSAQ immediately following the closing of the Business Combination, John W. Hubbard (who meets the independence requirements under Rule 10A-3 promulgated under the Exchange Act with respect to service on the audit committee of the Post-Combination Board), Neil Tiwari, Robert Faulkner, Adam Goulburn and Bhooshi de Silva.
Conditions to the Closing of the Business Combination
The obligation of each of LSAQ, Merger Sub and Science 37 to consummate the Business Combination is subject to the satisfaction or waiver, at or prior to the closing of the Business Combination, of various conditions, which include, in addition to other customary closing conditions, the following:
Mutual Conditions

LSAQ stockholders shall have approved all of the Proposals at the stockholders meeting held for such purpose (the “Meeting”);

the requisite approval of the stockholders of Science 37 shall have been obtained;

all waiting periods (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the HSR Act shall have expired or been earlier terminated;

all consents, registrations, approvals, clearances, permits and authorizations from governmental entities required by the Merger Agreement shall have been obtained;

no governmental entity shall have enacted or issued, any law or governmental order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, makes illegal or otherwise prohibits the consummation of the transactions contemplated by the Merger Agreement;

the Registration Statement shall have become effective in accordance with the provisions of the Securities Act; no stop order suspending the effectiveness shall have been issued and remain in effect, and no proceedings for that purpose shall have commenced or be threatened by the SEC;

the transaction documents delivered prior to the closing of the Business Combination shall be in full force and effect and shall not have been rescinded by any of the parties thereto; and

LSAQ shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).
Additional Conditions to LSAQ and Merger Sub’s Obligations to Close
The obligation of LSAQ and Merger Sub to complete the Business Combination is further subject to the satisfaction or waiver of the following additional conditions:

certain fundamental representations and warranties of Science 37 that are qualified by materiality or material adverse effect standards shall be true and correct in all respects as of the date of the Merger Agreement and shall be true and correct on the Closing Date, except for the fundamental representations made as of an earlier date or time, which need be true and correct only as of such earlier date or time;

certain representations of Science 37, other than the fundamental representations, shall be true and correct as of the date of the Merger Agreement and shall be true and correct on the Closing Date except (i) for representations and warranties that speak as of a specific date or time (which need be
 
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true and correct only as of such date or time) and (ii) for breaches of such representations and warranties that, in the aggregate, would not have a material adverse effect;

Science 37 shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Closing Date;

LSAQ and Merger Sub shall have received a certificate attesting to the satisfaction of the foregoing conditions;

Science 37 shall have delivered a counterpart of each of the transaction documents to which it is a party to LSAQ; and

Science 37 shall have delivered to LSAQ a certificate of good standing with respect to Science 37 from the State of Delaware.
Additional Conditions to Science 37’s Obligation to Close
The obligation of Science 37 to complete the Business Combination is further subject to the satisfaction or waiver of the following additional conditions:

certain fundamental representations and warranties of LSAQ and Merger Sub that are qualified by materiality or material adverse effect standards shall be true and correct in all respects as of the date of the Merger Agreement and shall be true and correct on the Closing Date, except for the fundamental representations made as of an earlier date or time, which need be true and correct only as of such earlier date or time;

certain representations of LSAQ and Merger Sub, other than the fundamental representations, shall be true and correct as of the date of the Merger Agreement and shall be true and correct on the Closing Date except (i) for representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time) and (ii) for breaches of such representations and warranties that, in the aggregate, would not have a material adverse effect;

each of LSAQ and Merger Sub shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Closing Date;

Science 37 shall have received a certificate certifying that the foregoing conditions have been satisfied;

all directors and executive officers of LSAQ shall have been removed from their respective positions or tendered their irrevocable resignations, in each case effective as of the Effective Time;

LSAQ’s cash balance (after giving effect to funds received from the PIPE investors) shall equal or exceed $200,000,000 (after giving effect to any redemptions exercised by LSAQ stockholders in connection with the Redemption Offer and payment of the outstanding transaction expenses in full), and LSAQ shall have made all arrangements necessary, proper or advisable for the funds in the LSAQ Trust Account to be released upon Closing in accordance the Merger Agreement;

the shares of LSAQ common stock issuable to the holders of shares of Science 37 common stock pursuant to the Merger Agreement shall have been authorized for listing on Nasdaq upon official notice of issuance;

LSAQ shall have delivered a counterpart of each of the Transaction Documents to which it is a party to Science 37;

the Sponsor shall have executed and delivered to Science 37 a lock-up agreement pursuant to which the shares of LSAQ Common Stock held by the Sponsor shall be subject to a lock-up for a period of 180 days from the Closing Date; and

LSAQ shall have delivered to Science 37 certificates of good standing with respect to LSAQ and the Merger Sub from the State of Delaware.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, good standing and qualification, (ii) capital structure,
 
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(iii) corporate authorization to enter into the Merger Agreement, (iv) compliance with laws and permits, (v) taxes, (vi) financial statements and internal controls, (vii) real and personal property, (viii) material contracts, (ix) environmental matters, (x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii) brokers and finders.
The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the Business Combination, but their accuracy forms the basis of some of the conditions to the obligations of LSAQ, Merger Sub and Science 37 to complete the Business Combination.
Covenants; Conduct of Business Pending the Business Combination
Science 37 has agreed that, except as permitted by the Merger Agreement and the disclosure schedules, as required by law or COVID-19 related public health measures, or unless LSAQ shall have provided written consent, during the period commencing on the date of the Merger Agreement and continuing until the closing of the Business Combination, Science 37 shall (i) use commercially reasonable efforts to (a) conduct its business in the ordinary course, and (b) preserve its business organization intact, and maintain existing relations with its top suppliers, customers and executive officers and (ii) shall not:

adopt or propose any change in its or its subsidiaries’ organizational documents;

merge or consolidate itself or any of its subsidiaries with any other entity, except for transactions among its wholly owned subsidiaries;

adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Science 37 or its Subsidiaries;

acquire assets outside of the ordinary course of business with a value or purchase price in the aggregate in excess of $1,000,000;

acquire any business or entity (whether by merger or consolidation, by purchase of substantially all assets or equity interests or by any other manner);

sell, lease, license or otherwise dispose of any of its material assets or properties (other than intellectual property of Science 37), except for sales, leases and licenses in the ordinary course of business and for sales, leases, licenses with a fair market value not in excess of $1,000,000 in the aggregate or pursuant to existing contracts;

except pursuant to awards granted under Science 37’s stock plan, issue, sell, grant or authorize the issuance, sale or grant of any shares of capital stock or other securities of Science 37 or any of its subsidiaries or intra-company transactions;

reclassify, split, combine, subdivide, redeem or repurchase, any of its capital stock or options, warrants or securities convertible or exchangeable into or exercisable for any shares of its capital stock, except in connection with the net exercise or settlement of awards under Science 37’s stock plan;

declare, set aside, make or pay any dividend or distribution of any kind, payable with respect to any of its capital stock or enter into any voting agreement;

make any material loans, advances, guarantees or capital contributions to or investments in any entity (other than Science 37 or any of its direct or indirect wholly-owned subsidiaries), other than in the ordinary course of business;

incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or entity, or issue or sell any debt securities or warrants or other rights to acquire any debt security, except for indebtedness incurred in the ordinary course of business consistent with past practice, not to exceed $500,000 in the aggregate;

make or commit to make capital expenditures other than in an amount not in excess of $500,000, in the aggregate, other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with Science 37’s annual capital expenditure budget for periods following the date hereof made available to LSAQ;
 
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enter into any contract that would have been a material contract had it been entered into prior to the date of the Merger Agreement, other than in the ordinary course of business;

amend or modify in any material respect or terminate any material contract, or waive or release any material rights, claims or benefits under any material contract, in each case, other than in the ordinary course of business;

make any material changes with respect to its accounting policies or procedures, except as required by changes in law or GAAP;

settle any proceeding, except in the ordinary course of business or where such settlement is covered by insurance or involves only the payment of monetary damages in an amount not more than $500,000 in the aggregate;

file any material amended tax return, make, revoke or change any material tax election in a manner inconsistent with past practice, adopt or change any material tax accounting method or period, enter into any agreement with a governmental entity with respect to material taxes, settle or compromise any examination, audit or other action with a governmental entity of or relating to any material taxes or settle or compromise any claim or assessment by a governmental entity in respect of material taxes, or enter into any tax sharing or similar agreement (excluding any commercial contract not primarily related to taxes), in each case, to the extent such action could reasonably be expected to have any adverse and material impact on LSAQ following the closing of the Business Combination;

except in the ordinary course of business or pursuant to the terms of any benefit plan in effect as of the date of the Merger Agreement or as required by law, materially increase the annual salary or consulting fees or target annual cash bonus opportunity, of any employee with an annual salary or consulting fees and target annual cash bonus opportunity in excess of $250,000 as of the date of the Merger Agreement, become a party to, establish, adopt, materially amend, or terminate any material benefit plan or any arrangement that would have been a material benefit plan had it been entered into prior to the date of the Merger Agreement, take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any benefit plan;

forgive any loans or issue any loans (other than routine travel advances issued in the ordinary course of business) to any employee, hire any employee or engage any independent contractor (who is a natural person) with annual salary or consulting fees and target annual cash bonus opportunity in excess of $250,000, or terminate the employment of any executive officer other than for cause;

sell, assign, lease, exclusively license, pledge, encumber, divest, abandon, allow to lapse or expire any material intellectual property of Science 37, other than grants of non-exclusive licenses in the ordinary course of business to customers for use of the products or services of Science 37 or otherwise in the ordinary course of business;

become a party to, establish, adopt, amend, commence participation in or enter into any collective bargaining or other labor union contract;

fail to use commercially reasonable efforts to keep current and in full force and effect, or to comply with the requirements of, or to apply for or renew, any permit, approval, authorization, consent, license, registration or certificate issued by any governmental entity that is material to the conduct of its business, taken as a whole;

file any prospectus supplement or registration statement or consummate any offering of securities that requires registration under the Securities Act or that includes any actual or contingent commitment to register such securities under the Securities Act in the future;

fail to maintain, cancel or materially change coverage under, in a materially detrimental manner, any insurance policy maintained with respect to Science 37 and its subsidiaries and their assets and properties;

enter into any material new line of business outside of the business currently conducted by Science 37 as of the date of the Merger Agreement; or

agree or authorize to do any of the foregoing.
 
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LSAQ has agreed that, except as permitted by the Merger Agreement or any other agreement entered into in connection with the Merger Agreement, as required by law or COVID-19 related public health measures, or unless Science 37 shall have provided written consent, during the period commencing on the date of the Merger Agreement and continuing until the closing of the Business Combination, each of LSAQ and its subsidiaries shall (i) conduct its business and operations in the ordinary course of business and consistent with its past practices and (ii) shall not:

change, modify or amend, or seek any approval from its stockholders to change, modify or amend, the Trust Agreement (or any other agreement relating to the Trust Account), the Existing Charter or the Existing Bylaws or the organizational documents of Merger Sub;

declare, set aside or pay any dividends on, or make any other distributions of any form in respect of any of its outstanding capital stock;

split, combine, reclassify or otherwise change any of its capital stock;

repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in LSAQ, other than the redemption of any shares of LSAQ Common Stock except as required by its organizational documents;

enter into, or permit any of the assets owned or used by it to become bound by any new contract;

enter into, renew, amend or terminate, or waive or release any rights, claims or benefits under, any material respect, any transaction or contract with an affiliate of LSAQ or Merger Sub;

incur or assume, directly or indirectly any indebtedness or guarantee any indebtedness of another;

make any loans, advances, guarantees or capital contributions to anyone other than to Science 37 or a wholly-owned subsidiary Science 37;

make any changes with respect to its accounting policies or procedures except as may be required by law or GAAP;

issue, sell, grant or authorize the issuance, sale or grant of any shares of capital stock or other securities of LSAQ or any subsidiary or any options, warrants, convertible securities or other similar rights entitling its holder to receive or acquire any shares of capital stock or other securities of LSAQ or any of its subsidiaries, other than in connection with the exercise of any warrants outstanding on the date of the Merger Agreement;

amend, modify or waive any of the terms or rights set forth in any warrant or the warrant agreement other than pursuant to the Sponsor Support Agreement;

except as contemplated by the Stock Plan Proposal and the ESPP Proposal enter into, adopt or amend any employee benefit plan or enter into any employment contract or collective bargaining agreement or hire any employee or any other individual to provide services to LSAQ or its subsidiaries following the closing of the Business Combination;

file any material amended tax return, make, revoke or change any material tax election, adopt or change any material tax accounting method or period, enter into any agreement with a governmental entity with respect to material taxes, settle or compromise any examination, audit, claim or assessment or other action with a governmental entity of or relating to any material taxes or settle or enter into any tax sharing agreement (excluding any commercial contract not primarily related to Taxes);

merge or consolidate with, or purchase any assets or equity securities of, any entity or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation or restructuring;

make any capital expenditures;

make any loans, advances or capital contributions to, or investments in, any other person or entity (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other person;

enter into any new line of business; or
 
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agree or authorize to do any of the foregoing.
Non-Solicitation Restrictions; Duty to Recommend
LSAQ has agreed that from the date of the Merger Agreement to the Effective Time, it will not take, nor will it permit any of its affiliates or representatives to, initiate any negotiations with, or enter into any agreement with, any party which is may result in a business combination other than with Science 37. Science 37 has agreed that from the date of the Merger Agreement to the Effective Time, it will not, and will use reasonable best efforts to cause its representatives not to, initiate any negotiations with any party, or provide non-public information or data concerning it or its subsidiaries to any party relating to, an Acquisition Proposal or Alternative Transaction (as such terms are defined in the Merger Agreement) or enter into any agreement relating to such a Proposal; however, Science 37 may initiate negotiations with any party with respect to the purchase of assets or businesses by Science 37, so long as such transaction is not an Acquisition Proposal or Alternative Transaction.
LSAQ also agreed to recommend in this proxy statement/prospectus that stockholders approve the Business Combination and the other Proposals being presented at the Meeting.
Termination of the Merger Agreement
The Merger Agreement may be terminated at any time prior to the Effective Time as follows:

by mutual written consent of LSAQ and Science 37;

by either LSAQ or Science 37 if the other party has breached its representations, warranties, covenants or agreements in the Merger Agreement such that the conditions to closing cannot be satisfied and such breach cannot be cured within certain specified time periods, provided that the party seeking to breach is not itself in breach of the Merger Agreement;

by either LSAQ or Science 37 if the Business Combination is not consummated by 5:00 p.m. (New York Time) on or before November 6, 2021, provided that, the failure to consummate the Business Combination by that date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied;

by either LSAQ or Science 37 if a governmental entity will have issued a law or final, non-appealable governmental order, rule or regulation permanently enjoining or prohibiting the consummation of the Business Combination, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement and such breach has proximately contributed to the governmental action;

by either LSAQ or Science 37 if the LSAQ stockholders do not approve the Merger Agreement at a meeting held for that purpose;

by written notice from LSAQ to Science 37 if the Science 37 stockholders do not approve the Merger Agreement; or

by written notice from Science 37 to LSAQ if the Board will have publicly withdrawn, modified or changed in an adverse manner its recommendation to vote in favor of the Business Combination and other Proposals.
The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement, which is filed as Annex A hereto, and which is incorporated by reference in this report. Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
Certain Related Agreements
Support Agreements. In connection with the execution of the Merger Agreement, LifeSci Holdings, LLC (the “Sponsor”) entered into a support agreement (the “Sponsor Support Agreement”) with LSAQ and Science 37 pursuant to which the Sponsor has agreed (i) to vote all shares of LSAQ Common Stock beneficially owned by it in favor of the Business Combination and related matters, (ii) to cooperate in the
 
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preparation of the Combined Company’s periodic reports and other filings that may be made after the consummation of the Business Combination and (iii) to amend the agreement relating to the Private Placement Warrants held by the Sponsor or enter into such other agreement such that they shall represent the right to receive 3,146,453 shares of LSAQ Common Stock at the Effective Time.
In addition, in connection with the execution of the Merger Agreement, certain stockholders of Science 37 owning approximately 73.8% of the voting power of Science 37 entered into a support agreement (the “Science 37 Holders Support Agreement”) with LSAQ and Science 37 pursuant to which such stockholders agreed to vote all shares of Science 37 Common Stock beneficially owned by them in favor of the Business Combination and related matters.
Subscription Agreements/PIPE Investment.   In connection with the execution of the Merger Agreement, LSAQ entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of LSAQ Common Stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and LSAQ has agreed to sell to the Subscribers, an aggregate of 20,000,000 shares of LSAQ Common Stock, for an aggregate purchase price of $200,000,000 at $10.00 per share. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.
Amended and Restated Registration Rights Agreement.   In connection with the closing of the Business Combination, Science 37, LSAQ and certain stockholders of LSAQ and certain stockholders of Science 37 who will receive shares of LSAQ Common Stock pursuant to the Merger Agreement, will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”), which will become effective upon the consummation of the Business Combination.
Lock-up Agreement and Arrangements.
In connection with the execution of the Merger Agreement, the Sponsor entered into a lock-up agreement (the “Sponsor Lock-Up Agreement”) with LSAQ, pursuant to which the Sponsor agreed, subject to certain customary exceptions, not to:
i.
offer, pledge, sell, contract to sell or otherwise dispose of, directly or indirectly, any, any shares of LSAQ Common Stock or Private Placement Warrants held by it immediately after the Effective Time, or enter into a transaction that would have the same effect, whether any of such transactions are to be settled by delivery of such shares of LSAQ Common Stock, Private Placement Warrants, in cash or otherwise;
ii.
enter into transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such shares of LSAQ Common Stock or Private Placement Warrants, whether any of such transactions are to be settled by delivery of such shares of LSAQ Common Stock, Private Placement Warrants, in cash or otherwise; or
iii.
publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any “Short Sales” ​(as defined in the Sponsor Lock-Up Agreement) with respect to any security of LSAQ;
from the Closing Date until the date that is 180 calendar days thereafter, provided, however, that the restrictions set forth in the Sponsor Lock-up Agreement do not apply to (1) transfers or distributions to such stockholders current or former general or limited partners, managers or members, stockholders, other equityholders or other direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act) or to the estates of any of the foregoing; (2) transfers by operation of law; (3) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of such shares of LSAQ Common Stock or Private Placement Warrants so long as the plan does not provide for transfer of such shares of LSAQ Common Stock or Private Placement Warrants during the 180-calendar day period; (4) gifts to a charitable organization; (5) transfers in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt trans-action or enforcement thereunder; (6) transfers to LSAQ or Science 37; (7) transfers to (A) LSAQ’s or Science 37’s officers or directors or
 
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(B) any affiliates or family members of LSAQ’s or Science 37’s officers or directors; (8) the exercise of warrants to purchase shares of LSAQ Common Stock and any related transfer of shares of LSAQ Common Stock in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of such warrants or (B) for the purpose of paying the exercise price of such warrants or for paying taxes due as a result of the exercise of such warrants, it being understood that all shares of LSAQ Common Stock received upon such exercise or transfer will remain subject to the restrictions set forth in the Sponsor Lock-Up Agreement during the 180-calendar day period, or (9) transactions relating to shares of LSAQ Common Stock or Private Placement Warrants acquired in open market transactions, in each of clauses (1), (2), (3), (4) and (7), where the transferee agrees to be bound by the terms of the Sponsor Lock-Up Agreement. Notwithstanding the foregoing, if after consummation of the Business Combination, there is a “Change of Control” of LSAQ (as defined in the Sponsor Lock-up Agreement), all of the shares of LSAQ Common Stock and the Private Placement Warrants, in each case, subject to the restrictions set forth in the Sponsor Lock-Up Agreement will be automatically released from such restrictions.
In addition, in connection with the closing of the Business Combination, LSAQ will amend its Existing Bylaws so that current stockholders of Science 37 who will receive LSAQ Common Stock as a result of the Business Combination will be similarly restricted. Please see the Combined Company Bylaws attached to this proxy statement/prospectus as Annex C.
Indemnification Agreements.   At the Effective Time, LSAQ has agreed to enter into customary indemnification agreements, in form and substance reasonably acceptable to Science 37, with the directors and executive officers of the Combined Company.
Director Nomination Agreement.   Immediately prior to the Effective Time, LSAQ and certain stockholders of Science 37 will enter into a Director Nomination Agreement pursuant to which each party will agree that the Post-Combination Board will initially consist of at least seven members, one of which will be appointed by LSAQ pursuant to the Merger Agreement, and the remainder of which will be appointed by Science 37. The initial Post-Combination Board will be comprised of the following: one director to be designated by LSAQ, the Chief Executive Officer of the Combined Company immediately following the closing of the Business Combination, John W. Hubbard (who meets the independence requirements under Rule 10A-3 promulgated under the Exchange Act with respect to service on the audit committee of the Post-Combination Board), Neil Tiwari, one independent director to be designated by certain affiliates of Redmile Group, LLC, one independent director to be designated by certain affiliates of Lux Capital Management, LLC and one independent director to be designated by Pharmaceutical Product Development, LLC. The Director Nomination Agreement will also provide, among other things, that from and after the closing of the Business Combination and until such time as it holds less than 10.0% of the issued and outstanding common stock of the Combined Company, each of these LSAQ stockholders will be entitled to nominate one person for election as a director of the Post-Combination Board at the applicable meeting of the stockholders of the Combined Company, and subject to the Post-Combination Board’s fiduciary duties, the Post-Combination Board will recommend these directors for stockholder approval.
Background of the Business Combination
LSAQ was incorporated as a blank check company on December 18, 2019, under the laws of the State of Delaware, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Although LSAQ’s efforts to identify a prospective target business were not to be limited to any particular industry or geographic location, LSAQ intended to focus on businesses operating in North America in the healthcare industry.
On November 24, 2020, LSAQ consummated the IPO of 7,500,000 shares of LSAQ Common Stock, and on November 24, 2020, the underwriters exercised the over-allotment option in part for an additional 509,041 shares of LSAQ Common Stock. The shares of LSAQ Common Stock were sold at an offering price of $10.00 per LSAQ Share, generating total gross proceeds of $80,090,410. LifeSci Capital LLC and Ladenburg Thalmann acted as joint book-running managers for the IPO. At the time of consummation of the IPO, pursuant to the Business Combination Marketing Agreement, LSAQ also engaged LifeSci Capital LLC and Ladenburg Thalmann as advisors in connection with LSAQ’s initial busines