ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
3 |
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4 |
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ITEM 1. |
4 |
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Item 1A. |
22 |
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Item 1B. |
52 |
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Item 2. |
52 |
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Item 3. |
52 |
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Item 4. |
52 |
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53 |
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Item 5. |
53 |
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Item 6. |
54 |
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Item 7. |
54 |
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Item 7A. |
58 |
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Item 8. |
58 |
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Item 9. |
58 |
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Item 9A. |
58 |
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Item 9B. |
60 |
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60 |
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Item 10. |
60 |
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Item 12. |
69 |
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Item 13. |
71 |
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Item 14. |
72 |
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73 |
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Item 15. |
73 |
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Item 16. |
74 |
• | “ amended and restated memorandum and articles of association ” are to the amended and restated memorandum and articles of association of the Company; |
• | “ Companies Law ” are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; |
• | “ company ,” “we ,” “us ,” “our ,” or “our company ” are to Population Health Investment Co., Inc., a Cayman Islands exempted company; |
• | “ founders ” are to Clive Meanwell, our Chief Executive Officer, and Ian Read, our Executive Chairman; |
• | “ founder shares ” are to our Class B ordinary shares initially issued to our sponsor in a private placement and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “ initial public offering ” is to the initial public offering of 17,250,000 units, including the issuance of 2,250,000 units as a result of the underwriters’ exercise of their over-allotment option, which offering was consummated on November 20, 2020; |
• | “ initial shareholders ” are to our sponsor and each other holder of founder shares upon the consummation of our initial public offering; |
• | “ ordinary shares ” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “ our founding team ” are to our executive officers and directors; |
• | “ private placement warrants ” are to the warrants issued to our sponsor, if any; |
• | “ public shareholders ” are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor’s and each member of our founding team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “ public shares ” are to our Class A ordinary shares; and |
• | “ sponsor ” are to Population Health Investment Holding, Inc., a Cayman Islands exempted company. |
• | our ability to select an appropriate partner business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective partner business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective partner businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
ITEM 1. |
BUSINESS |
• | Executive leadership and board governance |
• | Highly efficient, high-quality life sciences product development |
• | Advanced manufacturing development and supply chain management |
• | Deep regulatory expertise |
• | Innovative commercialization and payer relationships |
• | Corporate development and deal-making |
• | Rising healthcare costs |
• | Shift from fee-for-service to outcomes-based payment models |
• | Expanded role of payers (insurers, employers and consumers) in therapeutic choices |
• | Shift toward external innovation in pharmaceutical R&D |
• | Increased pace of global regulatory approvals |
• | Impact of COVID-19 responses on innovation in healthcare ecosystem |
• | Potential for substantial impact in population health ESG ”) issues. |
• | Attractive valuation and path to near-term value creation |
• | Manageable clinical development risk |
• | Ability of our founders, management team, and PHP to unlock value |
• | Value to consumers, global payers and health systems |
• | Target management team |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding; |
• | any of our directors, officers or substantial security holders (as defined by the rules of Nasdaq) has a 5% or greater interest, directly or indirectly, in the partner business or assets to be acquired and if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or |
• | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Item 1A. |
Risk Factors |
• | The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering (that is no later than November 20, 2022), may give potential partner businesses leverage over us in negotiating an initial business combination. |
• | Since our sponsor, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they acquired during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination partner is appropriate for our initial business combination. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. |
• | If we seek shareholder approval of our initial business combination, our sponsor, members of our sponsor’s board of advisors and each member of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a partner. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock. |
• | The requirement that we consummate an initial business combination within 24 months after the closing may give potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. |
• | We may engage in a business combination with one or more partner businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest. |
• | We may only be able to complete one business combination with the net proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. |
• | Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. |
• | Our executive officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. |
• | a limited availability of market quotations for our securities; reduced liquidity for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | we have a board that includes a majority of ‘independent directors,’ as defined under the rules of Nasdaq; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of our shareholders, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
Item 9B. |
Other Information |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Age |
Position | ||
Clive Meanwell |
64 | Co-Founder; Chief Executive Officer and Director | ||
Ian Read |
68 | Co-Founder; Executive Chairman; Director | ||
Chris Visioli |
46 | Chief Financial Officer | ||
Chris Cox |
56 | Senior Vice President | ||
Whit Bernard |
37 | Senior Vice President | ||
Farah Champsi |
60 | Director | ||
Clarke Futch |
55 | Director | ||
Charles Homcy |
71 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s business |
Affiliation | |||
Clive Meanwell | Population Health Partners LLC | Investment Manager | Managing Member | |||
Population Health Equity Partners III, L.P. | Investment Manager | Managing Partner | ||||
Population Health Equity Partners III GP, LLC | Investment Manager | Managing Partner | ||||
BB Biotech AG | Biotechnology | Vice Chairman of the Board of Directors | ||||
Ian Read | Kimberly Clark Corporation | Personal Care/Consumer | Lead Independent Director | |||
DXC Technology | Enterprise Technology | Chairman of the Board of Directors | ||||
Carlyle Group | Investment Manager | Operating Partner | ||||
Viatris | Pharmaceuticals | Director | ||||
Chris Visioli | None | Not applicable | Not applicable | |||
Chris Cox | Population Health Partners LLC | Investment Manager | Managing Member | |||
Nyrada Inc. | Biotechnology | Director | ||||
Whit Bernard | Population Health Partners LLC | Investment Manager | Managing Member | |||
Farah Champsi | Alta Partners | Healthcare Venture Capital | Managing Director and General Partner | |||
Clarke Futch | Healthcare Royalty Partners | Investment Manager | Managing Partner and Chairman of the Investment Committee | |||
Charles Homcy | BridgeBio Pharma, Inc. | Biopharmaceuticals | Lead Director/Chairman Pharmaceuticals |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to the date of this report and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our |
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement warrants and the underlying securities will expire worthless. Except as described herein, our sponsor and our founding team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular partner business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a partner business as a condition to any agreement with respect to our initial business combination. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; and |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Class B ordinary shares |
Class A ordinary shares |
|||||||||||||||||||
Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
Population Health Investment Holding, Inc. (our sponsor) (2) |
4,053,750 | 94.0 | % | — | — | 18.8 | % | |||||||||||||
Maverick Capital, Ltd. and affiliates (3) |
— | — | 1,185,260 | 6.9 | % | 5.5 | % | |||||||||||||
Sculptor Capital LP (4) |
— | — | 979,526 | 5.7 | % | 4.5 | % | |||||||||||||
Levin Capital Strategies, L.P. (5) |
— | — | 1,803,810 | 10.5 | % | 8.4 | % | |||||||||||||
Clive Meanwell (6) |
— | — | — | — | — | |||||||||||||||
Ian Read (6) |
— | — | — | — | — | |||||||||||||||
Whit Bernard (6) |
— | — | — | — | — | |||||||||||||||
Farah Champsi (6) |
— | — | — | — | — | |||||||||||||||
Clarke Futch |
— | — | — | — | — | |||||||||||||||
Charles Homcy |
43,125 | 1.0 | % | — | — | * | ||||||||||||||
Chris Cox (6) |
43,125 | 1.0 | % | — | — | * | ||||||||||||||
Chris Visioli (6) |
43,125 | 1.0 | % | — | — | * | ||||||||||||||
All officers and directors as a group (eight individuals) (6) |
129,375 | 3.0 | — | — | * |
* |
Less than one percent. |
(1) |
Except as otherwise noted, the business address of each of the following entities and individuals is One World Financial Center, New York, New York 10281. |
(2) |
Our sponsor governed by three managers, Clive Meanwell, Chris Cox and Whit Bernard. As such, Messrs. Meanwell, Cox and Bernard may be deemed to have voting and investment discretion with respect to the Class B ordinary shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the Class B ordinary shares held directly by our sponsor. Does not include 129,375 Class B ordinary shares transferred from our sponsor to members of our board of advisors in the aggregate subsequent to our initial public offering. Does not include 3,633,333 Class A ordinary shares underlying the private placement warrants. |
(3) |
Based on a Schedule 13G filed on February 14, 2022 by Maverick Capital, Ltd., a Texas limited partnership (“Maverick”), Maverick Capital Management, LLC, and Lee S. Ainslie III, 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201. Maverick may be deemed to be the beneficial owner of 1,185,260 Class A ordinary shares, over which it has shared investment and voting power. |
(4) |
Based on a Schedule 13G filed on February 2, 2022 by Sculptor Capital LP, a Delaware limited partnership (“Sculptor”), Sculptor Capital II LP, Sculptor Capital Holding Corp., Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd., Sculptor Special Funding, LP, Sculptor Credit Opportunities Master Fund, Ltd., Sculptor SC II LP, Sculptor Enhanced Master Fund, Ltd., 9 West 57 Street, 39 Floor, New York, NY 10019. Sculptor may be deemed to be the beneficial owner of 979,526 Class A ordinary shares, over which it has shared investment and voting power. |
(5) |
Based on a Schedule 13G filed on February 14, 2022 by Levin Capital Strategies, L.P. (“Levin Capital”), Levin Capital Strategies GP, LLC, LCS, LLC and John A. Levin, 767 Fifth Avenue, 21st Floor, New York, New York 10153. Levin may be deemed to be the beneficial owner of 1,803,810 Class A ordinary shares, over which it has shared investment and voting power. |
(6) |
Does not include any shares indirectly owned by these individuals as a result of his or her ownership interest in our sponsor. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14. |
Principal Accountant Fees and Services |
Item 15. |
Exhibits, Financial Statement Schedules |
(1) | Financial Statements |
(2) | Exhibits |
Exhibit No. |
Description | |
14.1 | Code of Business Conduct and Ethics.(2) | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
101.INS* | Inline XBRL Instance Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
(1) | Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on October 30, 2020. |
(2) | Incorporated by reference to the registrant’s Registration Statement on Form S-1/A, filed with the SEC on November 12, 2020. |
(3) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on November 20, 2020. |
(4) | Incorporated by reference to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 31, 2021. |
Item 16. |
Form 10-K Summary |
POPULATION HEALTH INVESTMENT CO., INC. | ||
By: |
/s/ Clive Meanwell | |
Name: |
Clive Meanwell | |
Title: |
Chief Executive Officer (Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ Clive Meanwell |
Chief Executive Officer and Director (Principal Executive Officer) |
March 30, 2022 | ||
Clive Meanwell | ||||
/s/ Chris Visioli |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 30, 2022 | ||
Clive Meanwell | ||||
/s/ Ian Read |
Executive Chairman and Director | March 30, 2022 | ||
Ian Read | ||||
/s/ Farah Champsi |
Director | March 30, 2022 | ||
Farah Champsi | ||||
/s/ Clarke Futch |
Director |
March 30, 2022 | ||
Clarke Futch | ||||
/s/ Charles Homcy |
Director | March 30, 2022 | ||
Charles Homcy |
F-2 |
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Financial Statements: |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
December 31, |
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2021 |
2020 |
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Assets |
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Current assets: |
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Cash |
$ |
$ |
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Prepaid expenses |
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Total current assets |
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Investments and cash held in Trust Account |
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Total Assets |
$ |
$ |
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|
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
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Current liabilities: |
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Accounts payable |
$ |
$ |
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Accrued expenses |
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Note payable - related party |
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Total current liabilities |
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Deferred underwriting commissions |
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Derivative warrant liabilities |
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Due to related party |
— |
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption, $ |
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Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
— |
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Accumulated deficit |
( |
) |
( |
) | ||||
|
|
|
|
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Total shareholders’ deficit |
( |
) |
( |
) | ||||
|
|
|
|
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
$ |
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|
|
|
|
For The Year Ended December 31, 2021 |
For The Period From September 11, 2020 (Inception) Through December 31, 2020 |
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General and administrative expenses |
$ |
$ |
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Loss from operations |
( |
) |
( |
) | ||||
Other income (loss) |
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Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Transaction costs - derivative warrant liabilities |
( |
) | ||||||
Net gain from investments held in Trust Account |
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Net income (loss) |
$ |
$ |
( |
) | ||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per share, Class A ordinary shares |
$ |
$ |
( |
) | ||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per share, Class B ordinary shares |
$ |
$ |
( |
) | ||||
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Class A |
Class B |
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Shares |
Amount |
Shares |
Amount |
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Balance - September 11, 2020 (inception) |
— |
$ |
— |
$ |
$ |
$ |
$ |
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Issuance of Class B ordinary shares to Sponsor |
— |
— |
— |
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Excess of cash received over fair value of private placement warrants |
— |
— |
— |
— |
— |
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Accretion of Class A ordinary shares subject to possible redemption |
— |
— |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) |
( |
) | |||||||||||||||||||
Balance - December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
(17,178,261 |
) |
$ |
(17,177,830 |
) | |||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - December 31, 2021 |
— |
$ |
— |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
For The Year Ended December 31, 2021 |
For The Period From September 11, 2020 (inception) Through December 31, 2020 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
$ |
$ |
( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
— |
— |
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Net gain from investments held in Trust Account |
( |
) |
( |
) | ||||
Change in fair value of derivative warrant liabilities |
( |
) |
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Transaction costs - derivative warrant liabilities |
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Changes in operating assets and liabilities: |
— |
— |
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Prepaid expenses |
( |
) | ||||||
Accounts payable |
( |
) |
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Accrued expenses |
— |
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Due to related party |
— |
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Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
) | ||||||
Net cash used in investing activities |
( |
) | ||||||
Cash Flows from Financing Activities: |
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Proceeds received from note payable to related party |
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Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
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Offering costs paid |
( |
) | ||||||
Net cash provided by financing activities |
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Net change in cash |
( |
) |
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Cash - beginning of the period |
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Cash - end of the period |
$ |
$ |
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Supplemental disclosure of non-cash investing and financing activities: |
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Offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor |
$ |
$ |
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Offering costs included in accrued expenses |
$ |
$ |
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Deferred underwriting commissions |
$ |
$ |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For The Year Ended December 31, 2021 |
For The Period From September 11, 2020 (Inception) Through December 31, 2020 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per ordinary share: |
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Numerator: |
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Allocation of net income (loss) |
( |
) |
( |
) | ||||||||||||
Denominator: |
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Basic and diluted weighted average ordinary shares outstanding |
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Basic and diluted net income (loss) per ordinary share |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ The Company will not redeem the warrants as described above unless an effectiv e registr ation statement under the Securities Act covering the Cl ass A ordinary shares issuable upon exercise of the w ar rants is effective and a current pro spectus relating to those Cl ass A ordinary shares is available throughout the - day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. |
• | in whole and not in part; |
• | at $ provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
• | if the Reference Value is less than $ . The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the |
Gross proceeds |
$ | |
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Less: |
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Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption |
( |
) | ||
Plus: |
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Accretion on Class A ordinary shares subject to possible redemption amount |
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|
|
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Class A ordinary shares subject to possible redemption |
$ | |||
|
|
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account - U.S. Treasury Securities (1) |
$ |
$ |
— |
$ |
— |
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Liabilities: |
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Derivative warrant liabilities - Public |
$ |
$ |
— |
$ |
— |
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Derivative warrant liabilities - Private |
$ |
— |
$ |
$ |
— |
(1) |
Exclude $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in the Trust Account - Money market funds |
$ | $ | — | $ | — | |||||||
Liabilities : |
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Derivative warrant liabilities |
$ | — | $ | — | $ |
December 31, 2020 |
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Volatility |
% | |||
Stock price |
$ | |||
Expected life of the options to convert |
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Risk-free rate |
% | |||
Dividend yield |
% |
Level 3 - Derivative warrant liabilities at December 31, 2020 |
$ | |||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Transfer of Public Warrants out of Level 3 to Level 1 |
( |
) | ||
Transfer of Private Warrants out of Level 3 to Level 2 |
( |
) | ||
Level 3 - Derivative warrant liabilities at December 31, 2021 |
$ |
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