Full Press Release Details
PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (the "Form
8-K") filed with the Securities and Exchange Commission (the "SEC") on October 28, 2021 and, if not defined in the
Form 8-K, included in the Company's effective proxy statement/prospectus dated September 22, 2021(the "Proxy Statement"),
on file with the SEC and incorporated by reference. Any references to the Proxy Statement within the Unaudited Pro Forma Condensed Combined
Financial Information refers to the proxy statement on file with the SEC dated September 22, 2021, and incorporated herein by reference.
of Presentation and Background
following unaudited pro forma combined condensed consolidated financial statements are based on the separate historical financial statements
of SAB Biotherapeutics and BCYP after giving effect to the Business Combination, including pro forma assumptions and adjustments related
to the merger, as described in the accompanying notes to the unaudited pro forma combined condensed consolidated financial statements.
The unaudited pro forma combined condensed consolidated balance sheet as of June 30, 2021, is presented as if the merger had occurred
on June 30, 2021. The unaudited pro forma combined condensed consolidated statement of operations for the six-months ended June 30, 2021,
and the year ended December 31, 2020, gives effect to the merger, as if it had been completed on January 1, 2020. The historical financial
information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the merger
and, with respect to the statement of operations only, expected to have a continuing impact on consolidated results of operations.
unaudited pro forma combined condensed consolidated statement of operations does not include the effects of the costs associated with
any integration or restructuring activities resulting from the merger, as they are nonrecurring in nature. However, the unaudited pro
forma combined condensed consolidated balance sheet includes a pro forma adjustment to reduce cash and shareholders' equity to
reflect the payment of certain anticipated merger costs.
following unaudited pro forma condensed combined financial information presents the combination of the financial information of BCYP
and SAB Biotherapeutics, adjusted to give effect to the Merger and other events contemplated by the Business Combination Agreement. The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X as amended by the final rule, Release 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses."
unaudited pro forma condensed combined balance sheet as of June 30, 2021, combines the unaudited adjusted balance sheet of BCYP with
the historical unaudited condensed consolidated balance sheet of SAB Biotherapeutics on a pro forma basis as if the Merger and the other
events contemplated by the Business Combination Agreement, summarized below, had been consummated on June 30, 2021.
unaudited pro forma condensed combined statement of operations for the six-months ended June 30, 2021, combines the historical unaudited
statement of operations of BCYP with the historical unaudited consolidated statement of operations of SAB Biotherapeutics for the six-months
ended June 30, 2021, and the year ended December 31, 2020 combines the historical audited statement of operations of BCYP for the period
from November 12, 2020 (inception) through December 31, 2020 with the historical audited consolidated statement of operations of SAB
Biotherapeutics for the year ended December 31, 2020, giving effect to the transaction as if the Merger and other events contemplated
by the Business Combination Agreement had been consummated on January 1, 2020.
unaudited pro forma condensed combined financial information is based on and should be read in conjunction with:
| the accompanying notes to the unaudited pro forma condensed combined financial information the historical unaudited financial statements of BCYP as of and for the six-months ended June 30, 2021 | ||
| the historical audited financial statements of BCYP for the period from November 12, 2020 (Inception) though December 31, 2020, incorporated by reference in this form 8-K, | ||
| the historical unaudited consolidated financial statements of SAB Biotherapeutics as of and for the six-months ended June 30, 2021, incorporated by reference in this form 8-K, | ||
| the historical audited consolidated financial statements of SAB Biotherapeutics as of, and for the year ended December 31, 2020, incorporated by reference in this 8-K, and | ||
| other information relating to BCYP and SAB Biotherapeutics included the Business Combination Agreement and the description of certain terms thereof set forth thereof and the financial and operational condition of BCYP and SAB Biotherapeutics (see "Proposal No. 1-The Business Combination Agreement," "BCYP's Management's Discussion and Analysis of Financial Condition and Results of Operations," and "SAB Biotherapeutics Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Proxy Statement, and as included in this Form 8-Kor incorporated by reference. |
has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed
combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially
from the information presented.
pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and
certain assumptions and methodologies that BCYP believes are reasonable under the circumstances. The unaudited condensed combined pro
forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.
Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may
be material. BCYP believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects
of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate
effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and
financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future
consolidated results of operations or financial position of the Combined Company. The unaudited pro forma condensed combined financial
information should be read in conjunction with the historical financial statements and notes thereto of BCYP and SAB Biotherapeutics.
to the Business Combination Agreement dated June 21, 2021, and as amended on August 12, 2021, between BCYP and SAB Biotherapeutics, Inc.
the Business Combination was consummated on October 22, 2021. Upon closing of the Business combination, Big Cypress Merger Sub merged
with SAB Biotherapeutics, with SAB Biotherapeutics as the surviving company of the Merger. Upon closing of the Business Combination,
Big Cypress Acquisition Corp. changed its name to "SAB Biotherapeutics, Inc.". The Business Combination was accounted for
as a reverse merger in which SAB Biotherapeutics issued stock for the net assets of BCYP, accompanied by a recapitalization. The net
assets of BCYP are stated at historical cost, with no goodwill or other intangible assets recorded upon closing. Historical operations
will be those of SAB Biotherapeutics Inc.
aggregate consideration paid to SAB Biotherapeutics, Inc. upon the closing of the Merger was 36,465,343 shares of New SAB Biotherapeutics
common stock. The unaudited pro forma condensed combined financial information contained herein incorporates the results of BCYP's
shareholders having elected to redeem 8,030,289 shares of their Public Shares for $81,111,920 in cash based upon actual
| SAB Biotherapeutics, Inc. and Subsidiaries and Big Cypress Acquisition Corp. |
| Unaudited Pro Forma Condensed Combined Balance Sheet |
| (In thousands) |
| As of June 30, 2021 |
| As of June 30, 2021 | As of June 30, 2021 | ||||||||||||||||
| SAB Biotherapeutics, Inc. and Subsidiaries (Historical) | Big Cypress Acquisition Corp. (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | ||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 10,233 | $ | 757 | 21,948 | A | $ | 23,717 | |||||||||
| $ | (5,000 | ) | B | ||||||||||||||
| (4,221 | ) | C | |||||||||||||||
| Cash held in trust | - | - | 13,099 | A | 13,099 | ||||||||||||
| Accounts receivable, net | 17,109 | - | - | 17,109 | |||||||||||||
| Prepaid expenses and other current assets | 427 | 180 | - | 607 | |||||||||||||
| Total current assets | 27,769 | 937 | 25,826 | 54,532 | |||||||||||||
| Non-current assets: | |||||||||||||||||
| Marketable securities held in Trust Account | - | 116,155 | (116,155 | ) | A | - | |||||||||||
| Equipment, net | 19,710 | - | - | 19,710 | |||||||||||||
| Deferred offering costs | - | - | - | - | |||||||||||||
| Operating lease right-of-use assets | 2,631 | - | - | 2,631 | |||||||||||||
| Finance lease right-of-use assets | 4,102 | - | - | 4,102 | |||||||||||||
| Total non-current assets | 26,443 | 116,155 | (116,155 | ) | 26,443 | ||||||||||||
| TOTAL ASSETS | 54,212 | 117,092 | (90,329 | ) | 80,975 | ||||||||||||
| LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' DEFICIT | |||||||||||||||||
| Accounts payable | 5,499 | 153 | - | 5,652 | |||||||||||||
| Notes payable - current portion | 24 | - | - | 24 | |||||||||||||
| Operating lease liabilities, current portion | 945 | - | - | 945 | |||||||||||||
| Finance lease liabilities, current portion | 191 | - | - | 191 | |||||||||||||
| Due to related party | - | - | - | - | |||||||||||||
| Deferred grant income | 100 | - | - | 100 | |||||||||||||
| Accrued expenses and other current liabilities | 3,438 | - | - | 3,438 | |||||||||||||
| Total current liabilities | 10,197 | 153 | - | 10,350 | |||||||||||||
| Non-current liabilities: | |||||||||||||||||
| Operating lease liabilities, noncurrent | 1,896 | - | - | 1,896 | |||||||||||||
| Finance lease liabilities, noncurrent | 3,836 | - | - | 3,836 | |||||||||||||
| Notes payable, noncurrent | 25 | - | 25 | ||||||||||||||
| Warrant liability | - | 5,531 | - | 5,531 | |||||||||||||
| Deferred underwriting fee | - | 4,221 | (4,221 | ) | C | - | |||||||||||
| - | |||||||||||||||||
| Earnout liability | - | F | - | ||||||||||||||
| Total non-current liabilities | 5,757 | 9,752 | (4,221 | ) | 11,288 | ||||||||||||
| Total liabilities | 15,954 | 9,905 | (4,221 | ) | 21,638 | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||||||||
| Temporary equity: | |||||||||||||||||
| Common stock subject to possible redemption | - | 102,187 | (102,187 | ) | A | - | |||||||||||
| Stockholders' equity (deficit): | |||||||||||||||||
| Series A Preferred stock | 1 | - | (1 | ) | E | - | |||||||||||
| Series A-1 Preferred stock | - | - | - | - | |||||||||||||
| Series A-2 Preferred stock | - | - | - | - | |||||||||||||
| Series A-2A Preferred stock | - | - | - | - | |||||||||||||
| Series B Preferred stock | - | - | - | - | |||||||||||||
| Common stock | 4 | - | 3 | E | 2,507 | ||||||||||||
| 2,500 | G | ||||||||||||||||
| Additional paid-in capital | 51,769 | 4,238 | 21,079 | A | 70,346 | ||||||||||||
| 762 | D | ||||||||||||||||
| (2,500 | ) | G | |||||||||||||||
| (2 | ) | E | |||||||||||||||
| (5,000 | ) | B | |||||||||||||||
| Retained earnings (deficit) | (13,516 | ) | 762 | (762 | ) | D | (13,516 | ) | |||||||||
| - | |||||||||||||||||
| - | F | ||||||||||||||||
| Total stockholders' equity (deficit) | 38,258 | 5,000 | (86,108 | ) | 59,337 | ||||||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT) | 54,212 | 117,092 | (90,329 | ) | 80,975 |
to Unaudited Pro Forma Condensed Combined Balance Sheet
pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2021, are as follows:
| (A) | Reflects the reclassification of marketable securities held in the BCYP Trust Account to cash, restricted cash held in escrow related to a put option on the New SAB Biotherapeutics' shares and the reclassification of common stock to permanent equity based on actual redemptions. | |
| (B) | Represents preliminary estimated direct and incremental transaction costs to be incurred. These costs are accounted as a reduction in the combined cash account with a corresponding reduction in APIC consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. | |
| (C) | Reflects the settlement of the deferred underwriting fee. | |
| (D) | Represents recapitalization of BCYP's historical accumulated deficit. | |
| (E) | Represents recapitalization of historical amounts. | |
| (F) | Represents the potential earnout SAB shareholders could receive in the merged company under the Merger Agreement. Since the earnout is accounted for as an equity transaction, there is no change in equity as the entry would be to deemed dividends and APIC. | |
| (G) | Issuance of Company shares in lieu of cash for professional services related to the transaction |
Biotherapeutics, Inc. and Subsidiaries and Big Cypress Acquisition Corp.
Pro Forma Condensed Combined Statement of Operations
thousands, except share and per share amounts)
the six-months ended June 30, 2021
| For the Six-Months Ended June 30, 2021 | For the Six-Months Ended June 30, 2021 | ||||||||||||||||
| SAB Biotherapeutics, Inc. and Subsidiaries (Historical) | Big Cypress Acquisition Corp. (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | ||||||||||||||
| Revenue: | |||||||||||||||||
| Revenue | $ | 35,137 | $ | - | $ | - | $ | 35,137 | |||||||||
| Operating costs and expenses: | |||||||||||||||||
| Formation and operating costs | - | 368 | 368 | ||||||||||||||
| Research and development | 31,468 | - | - | 31,468 | |||||||||||||
| General and administrative | 5,731 | - | - | 5,731 | |||||||||||||
| Total operating costs and expenses | 37,199 | 368 | - | 37,567 | |||||||||||||
| Gain on sale of assets | - | - | |||||||||||||||
| Loss from operations | (2,062 | ) | (368 | ) | - | (2,430 | ) | ||||||||||
| Other income (expense): | |||||||||||||||||
| Other income (expense): | 669 | - | - | 669 | |||||||||||||
| Interest income (expense) | 11 | 5 | (5 | ) | AA | 11 | |||||||||||
| Interest expense | (150 | ) | - | - | (150 | ) | |||||||||||
| Offering costs allocated to warrants | - | (360 | ) | (360 | ) | ||||||||||||
| Change in the fair value of warrants | - | 1,494 | 1,494 | ||||||||||||||
| Total other income (expense) | 530 | 1,139 | (5 | ) | 1,664 | ||||||||||||
| Net income (loss) | (1,532 | ) | 771 | (5 | ) | (766 | ) | ||||||||||
| Income tax provision | - | - | - | - | |||||||||||||
| Net (loss) income | $ | (1,532 | ) | $ | 771 | $ | (5 | ) | $ | (766 | ) |
| Historical Weighted-Average Shares Outstanding | Historical Weighted-Average Shares Outstanding | Pro Forma Weighted-Average Shares Outstanding | ||||||||||
| Weighted common shares outstanding - basic | 35,216,000 | 4,162,957 | 43,474,777 | |||||||||
| Weighted common shares outstanding - diluted | 35,216,000 | 4,162,957 | 43,474,777 | |||||||||
| Basic net (loss) income per share | $ | (0.04 | ) | $ | 0.18 | $ | (0.02 | ) | ||||
| Diluted net (loss) income per share | $ | (0.04 | ) | $ | 0.18 | $ | (0.02 | ) |
Biotherapeutics, Inc. and Subsidiaries and Big Cypress Acquisition Corp.
Pro Forma Condensed Combined Statement of Operations
thousands, except share and per share amounts)
the year-ended December 31, 2020
| For the Year Ended December 31, 2020 | For the Year Ended December 31, 2020 | |||||||||||||||
| SAB Biotherapeutics, Inc. and Subsidiaries (Historical) | Big Cypress Acquisition Corp. (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| Revenue: | ||||||||||||||||
| Revenue | $ | 55,238 | $ | - | $ | - | $ | 55,238 | ||||||||
| Operating costs and expenses: | ||||||||||||||||
| Formation and operating costs | - | 9 | 9 | |||||||||||||
| Research and development | 27,909 | - | - | 27,909 | ||||||||||||
| General and administrative | 6,772 | - | - | 6,772 | ||||||||||||
| Total operating costs and expenses | 34,681 | 9 | - | 34,690 | ||||||||||||
| Gain on sale of assets | - | - | ||||||||||||||
| Loss from operations | 20,557 | (9 | ) | - | 20,548 | |||||||||||
| Other income (expense): | ||||||||||||||||
| Other income (expense): | 4 | - | - | 4 | ||||||||||||
| Interest income (expense) | 26 | - | - | 26 | ||||||||||||
| Interest expense | (469 | ) | - | - | (469 | ) | ||||||||||
| Total other income (expense) | (439 | ) | - | - | (439 | ) | ||||||||||
| Net income (loss) | 20,118 | (9 | ) | - | 20,109 | |||||||||||
| Income tax provision | - | - | - | - | ||||||||||||
| Net income (loss) | $ | 20,118 | $ | (9 | ) | $ | - | $ | 20,109 |
| Historical Weighted-Average Shares Outstanding | Historical Weighted-Average Shares Outstanding | Pro Forma Weighted- Average Shares Outstanding | |||||||||
| Weighted common shares outstanding - basic | 35,216,000 | 2,500,000 | 43.474,777 | ||||||||
| Weighted common shares outstanding - diluted | 58,051,614 | 2,500,000 | 49,433,377 | ||||||||
| Basic net income (loss) per share | $ | 0.37 | $ | - | $ | 0.46 | |||||
| Diluted net income (loss) per share | $ | 0.35 | $ | - | $ | 0.41 |
to Unaudited Pro Forma Condensed Combined Statements of Operations
pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the six-months ended June 30,
2021, and the year ended December 31, 2020, are as follows:
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Basis of Presentation and Accounting Policies
Merger will be accounted for as a reverse recapitalization in accordance with GAAP because SAB Biotherapeutics has been determined to
be the accounting acquirer under ASC 805. Under this method of accounting, BCYP will be treated as the "acquired" company
for financial reporting purposes. Accordingly, the consolidated assets, liabilities and results of operations of SAB Biotherapeutics
will become the historical financial statements of New SAB Biotherapeutics, and BCYP's assets, liabilities and results of operations
will be consolidated with SAB Biotherapeutics beginning on the acquisition date. For accounting purposes, the financial statements of
New SAB Biotherapeutics will represent a continuation of the financial statements of SAB Biotherapeutics with the Transaction being treated
as the equivalent of SAB Biotherapeutics issuing stock for the net assets of BCYP, accompanied by a recapitalization. The net assets
of BCYP will be stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger will
be presented as those of SAB Biotherapeutics in future reports of New SAB Biotherapeutics.
unaudited pro forma condensed combined financial information reflects all BCYP's public shareholders that exercised redemption
rights with respect to their public shares. A total of 8,030,289 shares were redeemed for an aggregate redemption value of approximately
$81.1 million. The resulting redemptions will provide SAB Biotherapeutics with cash at closing of the Business Combination of
greater than the $5,000,001 Net Tangible Asset value Pursuant to the Business Combination Agreement.
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments
in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information
necessary for an illustrative understanding of New SAB Biotherapeutics upon consummation of the Merger in accordance with GAAP. Assumptions
and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information
are described in the accompanying notes.
Merger Agreement includes an earnout provision whereby the shareholders of SAB Biotherapeutics shall be entitled to receive additional