Full Press Release Details
SCIENCES ACQUISITIONS CORPORATION 2
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet as of August 6, 2020 | F-3 |
| Notes to Balance Sheet | F-4 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Health Sciences Acquisitions Corporation 2
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Health Sciences Acquisitions Corporation 2 (the "Company") as of August 6, 2020, 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 August 6, 2020, 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.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since
SCIENCES ACQUISITIONS CORPORATION 2
| Assets: | ||||
| Current assets: | ||||
| Cash | $ | 2,525,350 | ||
| Prepaid expenses | 162,000 | |||
| Total current assets | 2,687,350 | |||
| Cash held in Trust Account | 160,000,000 | |||
| Total Assets | $ | 162,687,350 | ||
| Liabilities and Shareholders' equity: | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 141,445 | ||
| Accrued expenses | 75,000 | |||
| Note payable - related party | 300,000 | |||
| Total current liabilities | 516,445 | |||
| Deferred underwriting commissions in connection with the initial public offering | 5,600,000 | |||
| Total liabilities | 6,116,445 | |||
| Commitments and Contingencies | ||||
| Ordinary shares, 15,157,090 shares subject to possible redemption at $10.00 per share | 151,570,900 | |||
| Shareholders' equity: | ||||
| Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | - | |||
| Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 5,292,910 shares issued and outstanding (excluding 15,157,090 shares subject to possible redemption) | 529 | |||
| Additional paid-in capital | 5,038,901 | |||
| Accumulated deficit | (39,425 | ) | ||
| Total shareholders' equity | 5,000,005 | |||
| Total Liabilities and Shareholders' equity | $ | 162,687,350 |
accompanying notes are an integral part of this financial statement.
SCIENCES ACQUISITIONS CORPORATION 2
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION
Sciences Acquisitions Corporation 2 (the "Company") was incorporated in the Cayman Islands
as a business company with limited liability and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction
and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any
other similar initial business combination with one or more businesses or entities ("Business Combination"). Although
the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
the Company intends to focus on healthcare innovation.
of August 6, 2020, the Company had not yet commenced operations. All activity for the period from May 25, 2020
(inception) through August 6, 2020 relates to the Company's formation and the initial public offering (the
"Initial Public Offering"), which is described below. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in
the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The
Company has selected December 31 as its fiscal year end.
Company's sponsor is HSAC 2 Holdings, LLC ("Sponsor"). The registration statement for the Initial Public
Offering was declared effective on August 3, 2020. On August 6, 2020, the Company consummated the Initial Public Offering
of 16,000,000 ordinary shares (the "Public Shares"), including the issuance of 2,086,956 ordinary shares as
a result of the underwriters' exercise of their over-allotment option, at $10.00 per ordinary share, generating gross proceeds
of $160.0 million, and incurring offering costs of approximately $9.4 million, inclusive of $5.6 million in deferred
underwriting commissions (Note 5).
with the closing of the Initial Public Offering, the Company consummated the private placement ("Private Placement")
of (i) 450,000 ordinary shares ("Private Placement Share") at $10.00 per Private Placement Share (for a total purchase
price of $4.5 million) and (ii) 1,500,000 warrants ("Private Placement Warrants") at a price of $1.00 per Private
Placement Warrant (for a total purchase price of $1.5 million), for an aggregate of $6.0 million to the Sponsor, generating
gross proceeds to the Company of $6.0 million (Note 4).
the closing of the Initial Public Offering and the Private Placement, $160.0 million ($10.00 per Public Share) of the net proceeds
of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a U.S based trust account
("Trust Account"), maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested in
U.S. "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having
a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the Trust Account as described below.
Company's management has broad discretion with respect to the specific application of the net proceeds of its Initial Public
Offering and the sale of Private Placement Shares and Private Placement Warrants, although substantially all of the net proceeds
are intended to be applied generally toward consummating a Business Combination. The Company's initial Business Combination
must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held
in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held in trust and taxes payable
on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial
Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns
or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the
target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended,
or the Investment Company Act.
SCIENCES ACQUISITIONS CORPORATION 2
Company will provide its holder of the Public Shares ("Public 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, solely in its discretion.
The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust
Account (initially anticipated to be $10.00 per ordinary share, plus 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 per-share amount to be distributed to
Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will
pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as
temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board's
("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity."
In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001
upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.
If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other
legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted
by the Company upon the consummation of the Initial Public Offering (the "Amended and Restated Memorandum and Articles of
Association"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(the "SEC"), and file tender offer documents with the SEC prior to completing a Business Combination. If, however,
a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business
or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules
and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective
of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business
Combination, the holders of the Insider Shares prior to this Initial Public Offering (the "Initial Shareholders")
have agreed to vote their Insider Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public