Full Press Release Details
BIG CYPRESS ACQUISITION CORP.
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet | F-3 |
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the Shareholders and Board of Directors
Big Cypress Acquisition Corp.
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Big Cypress Acquisition Corp. (the "Company") as of January 14, 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 14, 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.
| /s/ Marcum llp | |
| Marcum llp | |
| We have served as the Company's auditor since 2020. | |
| New York, NY | |
| January 21, 2021 |
BIG CYPRESS ACQUISITION CORP.
| Assets: | ||||
| Cash and cash equivalents | $ | 1,216,731 | ||
| Prepaid expenses and other current assets | 278,323 | |||
| Total current assets | 1,495,054 | |||
| Cash held in Trust Account | 116,150,000 | |||
| Total Assets | $ | 117,645,054 | ||
| Liabilities and Stockholders' Equity: | ||||
| Current liabilities: | ||||
| Accrued expenses | $ | 267,540 | ||
| Total current liabilities | 267,540 | |||
| Deferred underwriting fee | 4,220,500 | |||
| Total liabilities | 4,488,040 | |||
| Commitments & Contingencies | ||||
| Common stock subject to possible redemption, 10,815,701 shares | 108,157,010 | |||
| Stockholders' Equity: | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,976,549 shares issued and outstanding (excluding 10,815,701 shares subject to possible redemption) | 398 | |||
| Additional paid-in capital | 5,003,838 | |||
| Accumulated deficit | (4,232 | ) | ||
| Total stockholders' equity | 5,000,004 | |||
| Total Liabilities and Stockholders' Equity | $ | 117,645,054 |
The accompanying notes are an integral part
of these financial statements.
BIG CYPRESS ACQUISITION
NOTES TO FINANCIAL STATEMENT
Note 1 - Organization and Business
Big Cypress Acquisition
Corp. (the "Company") is a newly organized blank check company incorporated in Delaware on November 12, 2020. The Company
was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses ("Business Combination").
The Company has selected
December 31 as its fiscal year end.
As of January 14, 2021,
the Company had not commenced any operations. All activity for the period from November 12, 2020, the Company's inception,
through January 14, 2021 relates to the Company's formation and the initial public offering 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
IPO (as defined below).
The Company's sponsor
is Big Cypress Holdings LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the
Company's initial public offering was declared effective on January 11, 2021 (the "Effective Date"). On January
14, 2021, the Company consummated an initial public offering of 11,500,000 units at $10.00 per unit (the "Units"),
which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,500,000 Units, at
$10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 3 (the "IPO").
Simultaneously with the
closing of the IPO, the Company consummated the sale of 417,200 units (the "Placement Units"), at a price of $10.00
per unit, which is discussed in Note 4. Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase
one share of common stock at a price of $11.50 per whole share, generating gross proceeds of $4,172,000, which is described in
Transaction costs of the
IPO amounted to $6,038,360 consisting of $1,529,500 of underwriting fee, $4,220,500 of deferred underwriting fee, and $288,360
of other offering costs.
Following the closing
of the IPO on January 14, 2021, $116,150,000 (approximately $10.10 per Unit) from the net offering proceeds of the sale of the
Units in the IPO and the sale of the Placement Units was placed in a trust account (the "Trust Account") and invested
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions
of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held
in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of
interest to pay dissolution expenses), the proceeds from this IPO and the sale of the Placement Units will not be released from
the trust account until the earliest of (a) the completion of the Company's initial business combination, (b) the redemption
of any public shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated
certificate of incorporation, and (c) the redemption of the Company's public shares if the Company is unable to complete
the initial business combination within 15 months (or up to 21 months) from the closing of this IPO, subject to applicable law.
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 the Company's public stockholders.
The Company will provide
its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial
business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business
combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled
to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10
per 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 shares of common stock
subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO,
in accordance with 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, if the Company seeks stockholder approval, a majority of the issued and outstanding
shares voted are voted in favor of the Business Combination.
The Company will have
15 months (or up to 21 months) from the closing of the IPO to consummate a Business Combination (the "Combination Period").
However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100%
of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then
on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to
the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable
law and as further described in registration statement, and then seek to dissolve and liquidate.
The Sponsor, officers
and directors have agreed to (i) waive their redemption rights with respect to their founder shares and placement shares in connection
with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares
and placement shares in connection with a stockholder vote to approve an amendment to the Company's amended and restated