References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Medicus Sciences Acquisition Corp. References to our
"management" or our "management team" refer to our officers and directors, and
references to the "Sponsor" refer to Medicus Sciences Holdings LLC. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Quarterly Report.
Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Exchange Act that are not historical facts, and involve
risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of
historical fact included in this Quarterly Report including, without limitation,
statements in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are
forward-looking statements. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
management's current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of the
Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed
with the U.S. Securities and Exchange Commission (the "SEC"). The Company's
securities filings can be accessed on the EDGAR section of the SEC's website at
www.sec.gov. Except as expressly required by applicable securities law, the
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
Overview
We are a blank check company formed under the laws of the Cayman Islands in
November 26, 2020 for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses. We intend to effectuate our business
combination using cash from the proceeds of the initial public offering and the
sale of the private placement warrants, our capital stock, debt or a combination
of cash, stock and debt.
All activity through March 31, 2022 relates to our formation, initial public
offering, and search for a prospective initial business combination target.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an initial business
combination may be adversely affected by various factors that could cause
economic uncertainty and volatility in the financial markets, many of which are
beyond our control. Our business could be impacted by, among other things,
downturns in the financial markets or in economic conditions, increases in oil
prices, inflation, increases in interest rates, supply chain disruptions,
declines in consumer confidence and spending, the ongoing effects of the
COVID-19 pandemic, including resurgences and the emergence of new variants, and
geopolitical instability, such as the military conflict in the Ukraine. We
cannot at this time fully predict the likelihood of one or more of the above
events, their duration or magnitude or the extent to which they may negatively
impact our business and our ability to complete an initial business combination.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from November 26, 2020 (inception) to March 31, 2022 were
organizational activities and those necessary to consummate the initial public
offering and subsequent to the initial public offering, the search for a
business combination. We do not expect to generate any operating revenues until
after the completion of our business combination. We generate non-operating
income in the form of interest income on cash and marketable securities held in
the trust account after the initial public offering. We incur increased expenses
as a result of being a public company
19
Table of Contents
(for legal, financial reporting, accounting and auditing compliance), as well as
expenses for due diligence on target companies for our initial business
combination.
For the three months ended March 31, 2022, we had a net income of $2,252,579
which consists of interest earned on investments held in trust account of
$1,574, change in fair value of warrant liability and derivative asset - forward
purchase agreement, net of $2,460,133, offset by operating costs of $209,128.
For the three months ended March 31, 2021, we had a net income of $1,446,358
which consists of interest earned on investments held in trust account of
$1,585, change in fair value of warrant liability and derivative asset - forward
purchase agreement, net of $1,760,037, offset by operating and formation costs
of $109,366 and offering cost expenses allocated to warrants of $205,898.
Liquidity and Capital Resources
As of March 31, 2022, we had cash of $1,297,093, available for working capital
needs. All remaining cash was held in the trust account and is generally
unavailable for our use except that interest earned on the trust account can be
released to us for payment of taxes, prior to an initial business combination.
On February 18, 2021, we consummated the initial public offering of 9,200,000
units, including 1,200,000 units sold pursuant to the full exercise of the
underwriters' option to purchase additional units to cover over-allotments, at
$10.00 per unit, generating gross proceeds of $92,000,000.
Simultaneously with the closing of the initial public offering, the Company
consummated the sale of 5,022,222 private placement warrants to the Sponsor and
Maxim Partners LLC (3,642,222 private placement warrants to the Sponsor and
1,380,000 to Maxim Partners LLC) at a price of $0.90 per private placement
warrant, generating total gross proceeds of $4,520,000.
Transaction costs amounted to $4,677,181 consisting of $1,840,000 of
underwriting commissions, $2,300,000 of deferred underwriting commissions, the
fair value of the representative shares of $920 and $537,181 of other cash
offering costs.
Following the closing of the initial public offering, an aggregate of
$92,000,000 ($10.00 per unit) from the net proceeds and the sale of the private
placement warrants was held in the trust account.
We intend to use substantially all of the funds held in the trust account,
including any amounts representing interest earned on the trust account (less
taxes payable) to complete our initial business combination. We may withdraw
interest from the trust account to pay franchise and income taxes. To the extent
that our equity or debt is used, in whole or in part, as consideration to
complete our initial business combination, the remaining proceeds held in the
trust account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth
strategies.
We intend to use the funds held outside the trust account primarily to identify
and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations
of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
and structure, negotiate and complete a business combination.
The cash held outside of the trust account as of March 31,2022 may not be
sufficient to allow us to operate until February 18, 2023 (liquidation date),
assuming that an initial business combination is not consummated during that
time. If our estimates of the costs of identifying a target business,
undertaking in-depth due diligence and negotiating an initial business
combination are less than the actual amount necessary to do so, we may have
insufficient funds available to operate our business prior to our business
combination. Moreover, we may need to obtain additional financing either to
complete our business combination or because we become obligated to redeem a
significant number of our public shares upon completion of our business
combination, in which case we may issue additional securities or incur debt in
connection with such business combination. If we are unable to complete our
initial business combination because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the trust account.
Off-Balance Sheet Arrangements ; Commitments and Contractual Obligations
We have no obligations, assets or liabilities which would be considered
off-balance sheet arrangements as of March 31, 2022. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable
20
Table of Contents
interest entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements. We have not entered into any
off-balance sheet financing arrangements, established any special purpose
entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than described below.
Maxim Group LLC agreed to defer $2,300,000 in underwriting commission until the
completion of the Company's initial business combination, if any, which deferred
commission would be paid out of the trust account. Such funds will be released
only upon consummation of an initial business combination. If the business
combination is not consummated, such deferred commission will be forfeited. None
of the underwriters will be entitled to any interest accrued on the deferred
commission. Up to 40% of such 2.5%, or 1.0% of the gross proceeds of our IPO,
may be re-allocated to other FINRA members that provide services to us in
identifying or consummating our initial business combination, in the sole
discretion of our Sponsor. In no event will more than an aggregate of 30% of
such 1.0%, or 0.3% of the gross proceeds (or 1.8% of the gross proceeds in the
aggregate) be paid to, received by, or directed to, Maxim Group LLC or any other
underwriter(s) participating in this offering (including any associated persons
or affiliates of Maxim Group LLC and any participating underwriter(s)), for
their services rendered in connection with our IPO.
We entered into an administrative services agreement pursuant to which we pay
the Sponsor a total of $10,000 per month for office space, utilities,
secretarial and administrative support services.
Critical Accounting Policies And Estimates
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the period reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies and
estimates:
Warrant Liabilities and Derivative Assets - Forward Purchase Agreement
We account for the warrants and the FPA as either equity-classified or
liability-classified instruments based on an assessment of the specific terms of
the warrants and FPA and the applicable authoritative guidance in Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives
and Hedging ("ASC 815"). The assessment considers whether the warrants and FPA
are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and meet all of the requirements for equity
classification under ASC 815, including whether the warrants and FPA are indexed
to the Company's own ordinary shares and whether the warrant holders could
potentially require "net cash settlement" in a circumstance outside of our
control, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of
issuance of the warrants and execution of the FPA and as of each subsequent
quarterly period end date while the warrants and FPA are outstanding. For issued
or modified warrants that meet all of the criteria for equity classification,
such warrants are required to be recorded as a component of additional paid-in
capital at the time of issuance. For issued or modified warrants that do not
meet all the criteria for equity classification, such warrants are required to
be recorded at their initial fair value on the date of issuance, and each
balance sheet date thereafter. Changes in the estimated fair value of
liability-classified warrants are recognized as a non-cash gain or loss on the
statements of operations.
We account for the warrants and FPA in accordance with ASC 815-40 under which
the warrants and FPA do not meet the criteria for equity classification and must
be recorded as derivatives. The fair value of the Public Warrants was initially
estimated using a Monte Carlo simulation model and has been estimated using its
quoted market price as of March 31, 2022. The fair value of the private
placement warrants has been estimated using the modified Black-Scholes-Merton
model. The fair value of the FPA has been estimated using an adjusted net assets
method.
Offering Costs Associated with the Initial Public Offering
We comply with the requirements of the ASC 340-10-S99-1. Offering costs
consisted of legal, accounting, underwriting fees and other costs incurred
through the initial public offering that were directly related to the initial
public offering. We allocated the offering costs between ordinary shares and
warrants using a relative fair value method, pursuant to which the offering
costs allocated to the public
21
Table of Contents
warrants will be expensed immediately. Accordingly, as of March 31, 2022,
allocated offering costs in the aggregate of $205,898 have been charged to
operations.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480, "Distinguishing Liabilities from Equity." Class A ordinary shares subject
to mandatory redemption (if any) are classified as a liability instrument and
are measured at fair value. Conditionally redeemable Class A ordinary shares
(including Class A ordinary shares that feature redemption rights that are
either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within our control) are classified as
temporary equity. At all other times, Class A ordinary shares are classified as
shareholders' equity. Our Class A ordinary shares feature certain redemption
rights that are considered to be outside of our control and subject to the
occurrence of uncertain future events. Accordingly, 9,200,000 Class A ordinary
shares subject to possible redemption were presented as temporary equity,
outside of the shareholders' deficit section of our unaudited condensed balance
sheets.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2020-06, "Debt - Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in
Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06") to simplify accounting
for certain financial instruments. ASU 2020-06 eliminates the current models
that require separation of beneficial conversion and cash conversion features
from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity's own
equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity's
own equity. ASU 2020-06 amends the diluted earnings per share guidance,
including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December
15, 2023, including interim periods within those fiscal years, with early
adoption permitted. The Company is currently assessing the impact, if any, that
ASU 2020-06 would have on its financial position, results of operations or cash
flows.
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our
condensed financial statements.
© Edgar Online, source Glimpses