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INDEX TO FINANCIAL STATEMENT
Audited Financial Statements for HealthCor Catalio Acquisition
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheet | F-3 | |
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC
To the Shareholders and the Board of Directors of
HealthCor Catalio Acquisition Corp.
Opinion on the Financial Statement
We have audited the accompanying balance
sheet of HealthCor Catalio Acquisition Corp. (the "Company") as of January 29, 2021, and the related notes (collectively
referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material
respects, the financial position of the Company as of January 29, 2021 in conformity with accounting principles generally
accepted in the United States of America.
This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable
basis for our opinion.
We have served as the Company's auditor since 2020.
HEALTHCOR CATALIO ACQUISITION CORP.
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 1,141,100 | ||
| Due from sponsor | 830,000 | |||
| Prepaid expenses | 19,600 | |||
| Total Current Assets | 1,990,700 | |||
| Cash held in Trust Account | 207,000,000 | |||
| Total Assets | $ | 208,990,700 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Liabilities | ||||
| Accrued offering costs | $ | 443,473 | ||
| Promissory note- related party | 71,134 | |||
| 514,607 | ||||
| Deferred underwriting fee payable | 7,245,000 | |||
| Total Liabilities | 7,759,607 | |||
| Commitments and Contingencies | ||||
| Class A ordinary shares subject to possible redemption; 19,623,109 shares at redemption value | 196,231,090 | |||
| Shareholders' Equity | ||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | - | |||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,690,891 issued and outstanding (excluding 19,623,109 shares subject to possible redemption) | 169 | |||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,175,000 issued and outstanding | 518 | |||
| Additional paid-in capital | 5,004,316 | |||
| Accumulated deficit | (5,000 | ) | ||
| Total Shareholders' Equity | 5,000,003 | |||
| Total Liabilities and Shareholders' Equity | $ | 208,990,700 |
The accompanying notes are an integral
part of the financial statement.
NOTES TO FINANCIAL STATEMENT
NOTE 1 - ORGANIZATION
AND PLAN OF BUSINESS OPERATIONS
Catalio Acquisition Corp. (the "Company") is a blank check company incorporated as a Cayman Islands exempted company
on November 18, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses ("Business Combination").
the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, our focus will be on the healthcare industry in the United States and other developed countries.
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.
of January 29, 2021, the Company had not commenced any operations. All activity for the period from November 18, 2020
(inception) through January 29, 2021 relates to the Company's formation and the initial public offering ("Initial
Public Offering"), which is described below. The Company will not generate any operating revenues until after the completion
of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from
the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement
for the Company's Initial Public Offering became effective on January 26, 2021. On January 29, 2021, the Company
consummated the Initial Public Offering of 20,700,000 Class A ordinary shares (the "Public Shares"), which includes
the full exercise by the underwriter of its over-allotment option in the amount of 2,700,000 Public Shares, at $10.00 per Public
Share, generating gross proceeds of $207,000,000 which is described in Note 3.
the closing of the Initial Public Offering, the Company consummated the sale of 614,000 shares (the "Private Placement Shares")
at a price of $10.00 per Private Placement Share in a private placement to HC Sponsor LLC (the "Sponsor"), generating
gross proceeds of $6,140,000, which is described in Note 4.
amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of
other offering costs. In addition, at January 29, 2021, cash of $1,141,100 was held outside of the Trust Account (as defined
below) and is available for the payment of offering expenses and for working capital purposes.
closing of the Initial Public Offering on January 29, 2021, an amount of $207,000,000 ($10.00 per Public Shares) from
the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares
was placed in a trust account (the "Trust Account"), and invested will be in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the
completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company's
shareholders, as described below.
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied
generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more
target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding
deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to
enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company
owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling
interest in the target business sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended (the "Investment Company Act").
Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination
or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata
portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion
of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations.
The Company will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest
earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, until the earliest
of (i) the completion of the Company's initial business combination, (ii) the redemption of the public shares if the Company has not consummated
an initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption
of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company's amended and restated
memorandum and articles of association (A) that would modify the substance or timing of its obligation to provide holders of the Class
A ordinary shares the right to have their shares redeemed in connection with the Company's initial business combination or to redeem 100%
of the public shares if the Company does not complete its initial business combination within 24 months from the closing of this offering
or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination
activity. Based on current interest rates, the Company expects that interest income earned on the trust account (if any) will be sufficient
to pay its income taxes.
The proceeds deposited in the trust account could become subject to the claims of the Company's creditors, if
any, which could have priority over the claims of its public shareholders.
NOTES TO FINANCIAL STATEMENT
the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman
Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at
a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements