ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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Item 1. | 1 | |||||
Item 1A. | 21 | |||||
Item 1B. | 51 | |||||
Item 2. | 52 | |||||
Item 3. | 52 | |||||
Item 4. | 52 | |||||
53 |
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Item 5. | 53 | |||||
Item 6. | 54 | |||||
Item 7. | 54 | |||||
Item 7A. | 61 | |||||
Item 8. | 61 | |||||
Item 9. | 61 | |||||
Item 9A. | 61 | |||||
62 |
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Item 10. | 62 | |||||
Item 11. | 70 | |||||
Item 12. | 72 | |||||
Item 13. | 74 | |||||
Item 14. | 76 | |||||
77 |
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Item 15. | 77 | |||||
Item 16. | 78 |
• | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “company,” “we,” “us,” “our,” or “our company” are to BCLS Acquisition Corp., a Cayman Islands exempted company; |
• | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “initial shareholders” are to our sponsor and independent directors; |
• | “management” or “our management team” are to our executive officers and directors (including our director nominees who became directors at the consummation of our initial public offering); |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “Bain Capital” are to Bain Capital, LP, an affiliate of our sponsor; |
• | “Bain Capital Life Sciences” are to Bain Capital Life Sciences, LP and its affiliates, an affiliate of our sponsor; |
• | “private placement shares” are to the Class A ordinary shares issued to our sponsor in a private placement simultaneously with the closing of our initial public offering (which private placement shares are identical to the shares sold in our initial public offering, subject to certain limited exceptions as described herein) and upon conversion of working capital loans; |
• | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “public shares” are to our Class A ordinary shares sold in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); and |
• | “sponsor” are to BCLS Acquisition Holdings, LP, a Cayman Islands exempted limited partnership. |
• | we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance following our initial public offering; and |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report. |
ITEM 1. |
BUSINESS |
• | Continued growth of the overall healthcare market supported by favorable demographic trends. The population of people over age 65 is at the beginning of a multi-decade period of sustained growth, and the Centers for Medicare & Medicaid Services projects that this population will grow from the mid-teens to approximately 20%, as a percentage of the total population, by 2030 in both the United States and other developed countries. As people age, they typically consume more healthcare, and an aging population is expected to drive consumption of healthcare in excess of broader economic growth. Spending on healthcare, driven by advancements in technology and treatment alternatives, has already been growing faster than the broader economy, as evidenced by the fact that healthcare expenditures tripled from 1995 to 2015 and are still trending at a 5–6% annual growth rate, according to the Centers for Medicare & Medicaid Services. According to the OECD, pharmaceutical spending has remained a stable part of healthcare spending in the United States at around 10% over the last two decades, and we expect that this trend will continue even as healthcare expenditures continue to grow. |
• | Increased pace of innovation within the life sciences market. We believe the life sciences sector is in the early stages of an era defined by an increased pace of innovation that will impact the treatment of patients with unmet or under-met medical needs. Such innovation is being driven by advances on a variety of fronts, including human genetics, therapeutic modalities, and translational medicine. Broader technological evolution, including in material sciences, miniaturization, and computational technology, is allowing for new diagnostics and devices that can provide better and often accelerated outcomes or address previously unmet medical needs. Along with novel therapeutics, new opportunities exist for innovative drug-device combinations or diagnostics that are integrated with therapeutic targeting. |
• | Deconstruction of the life sciences value chain creating more opportunities for disruptive innovation. Although companies in this sector have grown, both organically and through mergers and acquisitions, and research and development budgets have increased, there has not been commensurate improvement in research and development productivity. We believe that larger, multi-asset companies are realizing that although they can grow to be more efficient on certain business elements, they must rely on external partnerships or mergers and acquisitions to drive and support innovation. In parallel to this evolution of strategy and approach for larger life sciences companies, the advances driving innovation in the life sciences field have enhanced the ability for smaller companies to pursue innovation in more targeted, accelerated and efficient manners. We believe that there is a supply and demand mismatch for true innovation in the life sciences ecosystem and that, as a result, innovative companies will be appropriately rewarded for their success. |
• | A complex and evolving healthcare ecosystem that requires deep understanding in order to optimize returns from innovation. Several key components of, and stakeholders within, the life sciences ecosystem are in a dynamic state, including an evolving regulatory process, consolidation of payer and drug distribution channels, and growing consumerization of healthcare. We believe that a deep understanding of the entire ecosystem is required to optimize returns from innovation and that understanding the technical risks and probabilities of success around innovative developments alone is not sufficient for sustainable investment success in the life sciences field. For example, the bar for approval in certain severe orphan diseases with high unmet need has been lowered, which has created attractive investment opportunities for those focused on understanding this evolving regulatory trend, while in other settings the bar for approval has been more challenging, requiring stronger efficacy and safety profiles. |
• | Attractive returns within the life sciences sector are often generated by identifying and funding the key inflection points in a company’s life cycle. While each company has its own path, we believe the most attractive risk and reward value inflection comes during the middle stages of growth as a life sciences company moves from concept and scientific hypothesis to proof of concept and commercialization. During this period, there are often discrete events, including clinical trials, that mark these inflection points and create clear capital needs. We believe differential insights around these discrete inflection periods create opportunities for value creation and strong returns. |
• | As the pace of innovation has increased and as innovation has increasingly taken place in more fragmented and entrepreneurial settings, the capital markets have lagged in their evolution to match these developments. Relatively strong and mature ecosystems exist at the early stages of company formation supported by seed and venture capital investors, and there are numerous funding mechanisms including strategic partners and public markets once a company has a proven or meaningfully de-risked product. The ecosystem that funds companies in the middle stages of growth is still evolving, however, and the need for additional capacity and options for companies requiring capital at this stage offers us attractive acquisition opportunities. We believe our capital and collaborative support of a company in this phase of development can be a differentiated offering in the market that is valued by both potential targets and our investors. |
• | Proprietary idea generation and proactive, focused sourcing. We will source opportunities through a combination of external networking efforts driven by a broad set of industry relationships and internal proactive analysis of the market to identify potential targets. Our selection process will leverage our relationships with industry participants, including early stage venture capital investors, management teams and industry executives, early stage and mature companies, public investors, academic institutions, investigators, consultants, and investment bankers. We also believe that Bain Capital Life Sciences’ reputation, experience and track record of making investments in the life sciences sector will make us a preferred partner for potential targets. We believe this work will position us to identify and prioritize the most attractive assets and companies in a given market. |
• | Disciplined asset evaluation and selection process. We believe that our management team is well-equipped to perform a rigorous assessment of the strategic positioning and value creation potential of prospective target businesses. We will focus on conducting robust diligence and analysis around four key parameters tied to the value inflection points of prospective target businesses, which will ultimately form the basis for an acquisition decision that incorporates an appreciation and understanding of the risk-return aspects of a particular company. Specifically we will focus on identifying (1) where in a company’s growth the key inflection points exist; (2) for a given inflection, the capital required to drive that inflection; (3) the likelihood that the company successfully achieves that inflection; and (4) the magnitude of value creation if the inflection is achieved and the risk mitigating protections if the inflection is not achieved. We will integrate our diligence around these four key issues to drive our ultimate acquisition decisions. |
• | Collaborative and active support of companies. We will utilize an approach modeled on Bain Capital Life Sciences’ demonstrated methods of value creation. Through collaborative and active engagement with management and other investors, Bain Capital Life Sciences strives to help guide companies on their journey through key inflection points in their development, specifically by providing support and guidance, both directly and through relationships, on critical strategic areas including clinical trial design, regulatory approaches and interactions, strategies around manufacturing scaling, commercialization and sales strategies, and potential strategic partnerships. We believe our potential contributions to target businesses will both enhance value and make us an attractive partner for management teams and existing investors. In particular, we believe the value of our team’s broad and deep experience, including operational, transactional, capital markets and investment backgrounds, will make us a differentiated partner. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding (excluding the private placement shares) or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding (excluding the private placement shares); |
• | any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
• | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
ITEM 1A. |
RISK FACTORS |
• | may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A ordinary shares. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | we have a board that includes a majority of “independent directors,” as defined under Nasdaq rules; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have independent director oversight of our director nominations. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. |
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
ITEM 2. |
PROPERTIES |
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Performance Graph |
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
(g) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
ITEM 6. |
SELECTED FINANCIAL DATA |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti- dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A ordinary shares. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Position | ||
Adam Koppel | 51 | Chairman | ||
Jeffrey Schwartz | 42 | Chief Executive Officer and Director | ||
Andrew Hack | 47 | Chief Financial Officer and Director | ||
Allene Diaz | 56 | Director | ||
Barry Greene | 57 | Director | ||
Vikas Sinha | 57 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
INDIVIDUAL |
ENTITY |
ENTITY’S BUSINESS |
AFFILIATION | |||
Adam Koppel | Bain Capital Life Sciences, LP | Private Equity | Managing Director | |||
Aptinyx Inc. | Biotechnology | Director | ||||
Dicerna Pharmaceuticals, Inc. | Biotechnology | Director | ||||
Solid Biosciences Inc. | Biotechnology | Director | ||||
Cerevel Therapeutics Holdings, Inc. | Biotechnology | Director | ||||
Foghorn Therapeutics Inc. | Biotechnology | Director | ||||
Jeffrey Schwartz | Bain Capital Life Sciences, LP | Private Equity | Managing Director | |||
SpringWorks Therapeutics, Inc. | Biotechnology | Director | ||||
Hugel, Inc. | Biotechnology | Director | ||||
Gynesonics, Inc. | Medical Aesthetics | Director | ||||
Rapid Micro Biosystems, Inc. | Medical Device | Director | ||||
QuVa Pharma, Inc. | Life Sciences Tools | Director | ||||
Pharmaceuticals | Director | |||||
Andrew Hack | Bain Capital Life Sciences, LP | Private Equity | Managing Director | |||
Dynavax Technologies Corporation | Biotechnology | Director | ||||
Mersana Therapeutics, Inc. | Biotechnology | Director | ||||
Affinivax, Inc. | Biotechnology | Director | ||||
Atea Pharmaceuticals, Inc. | Pharmaceuticals | Director | ||||
Imperative Care, Inc. | Medical Device | Director | ||||
JenaValve Technology, Inc. | Medical Device | Director | ||||
Allena Pharmaceuticals, Inc. | Biotechnology | Director | ||||
Xilio Therapeutics, Inc. | Pharmaceuticals | Director | ||||
Allene Diaz | Allena Pharmaceuticals | Pharmaceuticals | Director | |||
Xilio Therapeutics | Pharmaceuticals | Consultant | ||||
Mersana Therapeutics | Pharmaceuticals | Director | ||||
Barry Greene | Acorda | Biotechnology | Director | |||
Karyopharm | Pharmaceuticals | Director | ||||
Sage Therapeutics | Pharmaceuticals | Chief Executive Officer | ||||
Vikas Sinha | ElevateBio | Biotechnology | Co-Founder, Director and Chief Financial | |||
Biotechnology | Officer | |||||
AlloVir | Biotechnology | Director, President and Chief Financial | ||||
Officer | ||||||
Verona Pharma | Director |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours to our affairs. |
• | Our sponsor subscribed for founder shares prior to October 21, 2020 and purchased private placement shares in a transaction that closed simultaneously with the closing of our initial public offering. In September 2020, our sponsor transferred 30,000 founder shares to each of Allene Diaz, Barry Greene and Vikas Sinha. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement shares will be worthless. Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement shares will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors own ordinary shares directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns our ordinary shares; and |
• | all our executive officers and directors as a group. |
Class A ordinary shares |
Class B ordinary shares |
Ordinary shares |
||||||||||||||||||
Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
Adam Koppel (2) |
— | — | — | — | — | |||||||||||||||
Jeffrey Schwartz (2) |
— | — | — | — | — | |||||||||||||||
Andrew Hack (2) |
— | — | — | — | — | |||||||||||||||
Allene Diaz |
— | — | 30,000 | * | * | |||||||||||||||
Barry Greene |
— | — | 30,000 | * | * | |||||||||||||||
Vikas Sinha |
— | — | 30,000 | * | * | |||||||||||||||
All officers and directors as a group (six individuals) (2) |
— | — | 90,000 | 2.5 | % | * | ||||||||||||||
BCLS Acquisition Holdings, LP (our sponsor) (3) |
487,500 | 3.3 | % | 3,503,750 | 97.5 | % | 21.6 | % | ||||||||||||
Perceptive Advisors LLC (4) |
1,000,000 | 6.7 | % | — | — | 5.4 | % | |||||||||||||
Adage Capital Partners, L.P. (5) |
1,237,500 | 8.3 | % | — | — | 6.7 | % | |||||||||||||
RA Capital Management, L.P. (6) |
1,250,000 | 8.4 | % | — | — | 6.8 | % | |||||||||||||
Federated Hermes, Inc. (7) |
1,000,000 | 6.7 | % | — | — | 5.4 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our stockholders is 200 Clarendon Street, Boston, Massachusetts 02116. |
(2) | Does not include shares held by our sponsor. Each of Andrew Hack, Adam Koppel and Jeffrey Schwartz serves on the board of managers of the general partner of our sponsor. As a result, each of Andrew Hack, Adam Koppel and Jeffrey Schwartz may be deemed to share beneficial ownership of the shares held by our sponsor. Each of Andrew Hack, Adam Koppel and Jeffrey Schwartz disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(3) | The shares reported above are held by the sponsor. The sponsor is controlled by its general partner, BCLS Acquisition Holdings (GP), LLC (the “General Partner”), which is governed by a board of managers consisting of three managers. Each manager has one vote, and the approval of a majority of the managers is required to approve an action on behalf of our sponsor. As a result, the General Partner may be deemed to share beneficial ownership of the shares held by the sponsor. The General Partner disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(4) | Includes Class A ordinary shares beneficially held by Perceptive Advisors LLC, a Delaware limited liability company (“Perceptive Advisors”), Joseph Edelman, a United States citizen, and Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands corporation (the “Master Fund”), based solely on the Schedule 13G/A filed jointly by Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd., with the SEC on February 16, 2021. The Master Fund directly holds 1,000,000 Class A ordinary shares. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own such shares. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own such shares. The business address of each of Perceptive Advisors, Joseph Edelman, and the Master Fund is 51 Astor Place, 10th Floor, New York, NY 10003. |
(5) | Includes Class A ordinary shares beneficially held by (i) Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) with respect to the Class A Ordinary Shares directly owned by it; (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP; (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A Ordinary Shares directly owned by ACP; (iv) Robert Atchinson (“Mr. Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP; and (v) Phillip Gross (“Mr. Gross”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP, based solely on the Schedule 13G filed jointly by Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. Adage Capital Advisors, L.L.C., Robert Atchinson, and Phillip Gross, with the SEC on November 5, 2020. ACP has the power to dispose of and the power to vote the Class A ordinary shares beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any Class A ordinary shares. ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Class A ordinary shares beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any Class A ordinary shares. Messrs. Atchinson and Gross may be deemed to beneficially own the shares beneficially owned by ACP. The business address of each of ACP, ACPGP, ACA, Mr. Atchinson and Mr. Gross is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
(6) | Includes Class A ordinary shares beneficially held by RA Capital Management, L.P., a Delaware limited partnership (“RA Capital”), Peter Kolchinsky, a United States citizen, Rajeev Shah, a United States citizen, and RA Capital Healthcare Fund, L.P., a Delaware limited partnership (the “Fund”), based solely on the Schedule 13G filed jointly by RA Capital, Peter Kolchinsky, Rajeev Shah, and the Fund, with the SEC on February 16, 2021. The Fund directly holds 1,134,263 shares of Class A ordinary shares. A separately managed account (the “Account”) holds 115,737 shares of Class A ordinary shares. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any Class A ordinary shares held by the Fund and the Account. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the Class A ordinary shares reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any Class A ordinary shares beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim ownership of the Class A ordinary shares other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act. The business address of each of RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116. |
(7) | Includes Class A ordinary shares beneficially held by Federated Hermes, Inc, Voting Shares Irrevocable Trust, Thomas R. Donahue, Rhodora J. Donahue, and J. Christopher Donahue, based solely on the Schedule 13G filed jointly by Federated Hermes, Inc, Voting Shares Irrevocable Trust, Thomas R. Donahue, Rhodora J. Donahue, and J. Christopher Donahue, with the SEC on February 12, 2021. Federated Hermes, Inc. (the “Parent”) is the parent holding company of Federated Equity Management Company of Pennsylvania and Federated Global Investment Management Corp. (the “Investment Advisers”), which act as investment advisers to registered investment companies and separate accounts that own Class A ordinary shares (the “Reported Securities”). The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Hermes, Inc., the Parent. All of the Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “Trust”) for which Thomas R. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees (collectively, the “Trustees”). The Parent, the Trust, and each of the Trustees expressly disclaim beneficial ownership of the Reported Securities. The business address of each of Federated Hermes, Inc, Voting Shares Irrevocable Trust, Thomas R. Donahue, Rhodora J. Donahue, and J. Christopher Donahue is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
(a) | The following documents are filed as part of this Report: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
Exhibit No. |
Description | |
101.SCH |
Inline XBRL Taxonomy Extension Schema.* | |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase.* | |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase.* | |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase.* | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase.* | |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 26, 2020. |
(2) | Incorporated by reference to the registrant’s Form S-1, filed with the SEC on October 2, 2020. |
(3) | Incorporated by reference to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 19, 2021. |
ITEM 16. |
FORM 10-K SUMMARY |
BCLS Acquisition Corp. | ||
By: | /s/ Jeffrey Schwartz | |
Name: Jeffrey Schwartz | ||
Title: Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Adam Koppel Adam Koppel |
Chairman of the Board of Directors |
December 30, 2021 | ||
/s/ Jeffrey Schwartz Jeffrey Schwartz |
Chief Executive Officer and Director ( Principal Executive Officer |
December 30, 2021 | ||
/s/ Andrew Hack Andrew Hack |
Chief Financial Officer and Director ( Principal Financial and Accounting Officer |
December 30, 2021 | ||
/s/ Allene Diaz Allene Diaz |
Director |
December 30, 2021 | ||
/s/ Barry Greene Barry Greene |
Director |
December 30, 2021 | ||
/s/ Vikas Sinha Vikas Sinha |
Director |
December 30, 2021 |
F-2 | ||||
Financial Statements: |
||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
December 31, 2020 |
||||
Assets |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total current assets |
||||
Investments held in Trust Account |
||||
|
|
|||
Total assets |
$ |
|||
|
|
|||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
Due to related party |
||||
|
|
|||
Total current liabilities |
||||
Deferred underwriting commissions payable |
||||
|
|
|||
Total liabilities |
||||
|
|
|||
Commitments and Contingencies (Note 5) |
||||
Class A ordinary shares; |
||||
|
|
|||
Shareholders’ Deficit |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total shareholders’ deficit |
( |
) | ||
|
|
|||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
|||
|
|
Operating expenses |
||||
General and administrative expenses |
$ | |||
Administrative fee - related party |
||||
Loss from operations |
( |
) | ||
Net gain from investments held in Trust Account |
||||
Net loss |
$ | ( |
) | |
Weighted average shares outstanding of Class A ordinary shares |
||||
Basic and diluted net loss per ordinary share, Class A ordinary shares |
$ | ( |
) | |
Weighted average shares outstanding of Class B ordinary shares |
||||
Basic and diluted net loss per ordinary share, Class B ordinary shares |
$ | ( |
) | |
Common Stock |
Total |
|||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In |
Accumulated |
Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance - August 26, 2020 (inception) |
||||||||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of private placement shares to Sponsor |
— | — |