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) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(zip code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Auditor Firm Id: |
Auditor Name: |
Auditor Location: |
• |
ability to consummate a Business Combination (as such term is defined below); |
• |
success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination; |
• |
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination; |
• |
potential ability to obtain additional financing to complete the Business Combination; |
• |
pool of prospective target businesses; |
• |
failure to maintain the listing on, or the delisting of our securities from, the Nasdaq Capital Market (“NASDAQ”) or an inability to have our securities listed on NASDAQ or another national securities exchange following the Business Combination; |
• |
the ability of our officers and directors to generate a number of potential investment opportunities; |
• |
potential change in control if we acquire one or more target businesses for stock; |
• |
public securities’ potential liquidity and trading; |
• |
lack of a market for our securities; |
• |
use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
• |
our financial performance. |
Item 1. |
4 |
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Item 1A. |
7 |
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Item 1B. |
36 |
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Item 2. |
36 |
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Item 3. |
36 |
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Item 4. |
36 |
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Item 5. |
37 |
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Item 6. |
37 |
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Item 7. |
37 |
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Item 7A. |
41 |
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Item 8. |
41 |
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Item 9. |
41 |
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Item 9A. |
41 |
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Item 9B. |
42 |
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Item 10. |
42 |
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Item 11. |
53 |
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Item 12. |
53 |
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Item 13. |
55 |
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Item 14. |
58 |
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Item 15. |
59 |
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Item 16. |
61 |
ITEM 1. |
BUSINESS |
ITEM 1A. |
RISK FACTORS |
• | We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our business objective. |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | If the net proceeds of our Initial Public Offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 15 months from the date of the IPO, we may be unable to complete our initial business combination. |
• | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
• | Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. |
• | We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. |
• | Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment. |
• | We may only be able to complete one business combination with the 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 services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability. |
• | Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. |
• | We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors. |
• | Past performance by our management team may not be indicative of future performance of an investment in the Company. |
• | Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. |
• | Our officers and directors will allocate their time to other businesses or become affiliated with entities engaged in business activities similar to those intended to be conducted by us, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. |
• | We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. |
• | Our management may not be able to maintain control of a target business after our initial business combination. |
• | The Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | We are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. |
• | The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. |
• | Our sponsor and certain of our independent directors paid an aggregate of $25,000, or approximately $0.004 per share for the sponsor and $0.004 per share for our independent directors, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B common stock. |
• | Unlike many other similarly structured blank check companies, our initial stockholders will receive additional shares of Class A common stock if we issue shares to consummate an initial business combination. |
• | We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. |
• | The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.20 per share. |
• | We cannot assure you that our plans to raise capital or to consummate an initial business combination within the next twelve months will be successful, and this may raise substantial doubt about our ability to continue as a “going concern.” |
• | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. |
• | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations. |
• | Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. |
• | We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting 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 company or the stockholders from a financial point of view. |
• | We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. |
• | Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination. |
• | Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management. |
• | Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic and the status of debt and equity markets. |
• | Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. |
• | An investment in our Initial Public Offering may result in uncertain or adverse U.S. federal income tax consequences. |
• | If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations. |
• | We may face risks related to healthcare services industry sector companies. |
• | We have until February 8, 2023 (or up to August 8, 2023 if extended) to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time or if we have the financial resources to extend the mandatory liquidation date beyond February 8, 2023 by depositing into the trust account for each three month extension in an amount of $0.10 per unit. If a Business Combination is not consummated or the mandatory liquidation date is not extended by February 8, 2023, there will be a mandatory liquidation and subsequent dissolution. |
• | 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 security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our common stock; |
• | 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 common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund 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; |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; 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. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock 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. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business; |
• | a review of debt to equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of our Initial Public Offering; and |
• | other factors as were deemed relevant. |
NAME |
AGE |
POSITION | ||||
Evan S. Melrose, M.D., MBA |
52 | Chief Executive Officer, Chief Financial Officer and Director | ||||
James H. Henry, CPA |
64 | Chairman of the Board of Directors | ||||
Steve Whitlock, MBA |
60 | Secretary | ||||
JD Moore, MBA |
48 | Senior Vice President, Corporate Development | ||||
Kelly Huang, Ph.D. |
53 | Chief Operating Officer | ||||
Craig Cordola, MBA |
50 | Director | ||||
Todd Fruchterman, M.D., MBA |
52 | Director | ||||
David Nash, M.D., MBA |
66 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm; |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us or our sponsor, 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 making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval of our other officers; |
• | reviewing on an annual basis 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 officers and employees; |
• | if required, 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. |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In addition, our sponsor and its affiliates and our officers and directors are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing our initial business combination. |
• | Our initial stockholders have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption 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 15 months from the closing of our Initial Public Offering or during any Extension Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of our Initial Public Offering or during any Extension Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed timeframe. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following our Initial Public Offering, our officers and directors may have a conflict of interest in determining whether a particular target 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 were to be included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be converted into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Evan S. Melrose, M.D., MBA |
Spindletop Health Sponsor Group, LLC | Sponsor | Manager | |||
Spindletop Capital Management, LLC and affiliates | Venture Fund Management | Managing Director | ||||
Sanova Dermatology, LLC | Healthcare | Board Member, Chairman | ||||
Spindletop Pain Management Holdings, LLC | Healthcare | Board Member, Chairman | ||||
HNI Healthcare | Healthcare | Board Member | ||||
Bioventus Global | Healthcare | Board Observer | ||||
Texas Business Hall of Fame Foundation | Non-profit |
Board Member | ||||
James H. Henry, CPA |
Spindletop Capital Management, LLC and affiliates | Venture Fund Management | Advisory Board | |||
Spindletop Pain Management Holdings, LLC | Healthcare | Board Member |
Unison Energy LLC | Energy Services | Board Member | ||||
Boyden | Executive Search and Leadership Consulting | Advisor | ||||
Crytica Security | Cyber Security | Board Member | ||||
GreenRock Healthcare Capital, LLC | Real Estate Financing | Advisor | ||||
San Francisco Symphony | Philanthropic | Board Member | ||||
Lawrence Livermore National Security, LLC | Government M&O Contractor | Board Member | ||||
Craig Cordola, MBA |
Ascension Health Alliance | Healthcare | Executive Officer | |||
Alexian Brothers-AHS Midwest Region Health Co. d/b/a AMITA |
Healthcare | Board Chair/Director | ||||
Compassus Holdings, L.P. | Healthcare | Board Member | ||||
Regent Surgical Health, LLC | Healthcare | Board Member | ||||
UAB-SVHS, Inc. |
Healthcare | Board Member |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Todd Fruchterman, M.D., Ph.D. |
Butterfly Network, Inc. | Healthcare | President, CEO and Director | |||
Kelly Huang, Ph.D. |
Spindletop Capital Management, LLC and affiliates | Venture Fund Management | Managing Director | |||
Sanova Dermatology, LLC | Healthcare | Board Member | ||||
JD Moore, MBA |
Spindletop Pain Management Holdings, LLC | Healthcare | Consultant | |||
David Nash, M.D., MBA |
ANI Pharma | Pharmaceutical Manufacturer | Board Member | |||
Fox Rehabilitation | National Physical Therapy Group Practice | Board Member | ||||
Info MC | Healthcare IT for Behavioral Health | Board Member | ||||
Best Value Care | Primary Care Group Practice | Board Member | ||||
NIC – National Invest Council for Elder Care | Not for Profit group supporting post-acute care industry | Board Member | ||||
The Geisinger Commonwealth School of Medicine (GCSOM) | Allopathic Medical College | Board Member | ||||
Steve Whitlock, MBA |
Spindletop Capital Management, LLC and affiliates | Venture Fund Management | Managing Director | |||
Integrity Implants, Inc. | Healthcare, Med Devices | Consultant | ||||
Molecular Matrix, Inc. | Healthcare, Med Devices | Consultant | ||||
Sports Texas Nutrition Fitness and Trauma Corporate | Health and Fitness | Consultant |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock; |
• | each of our executive officers and directors; and |
• | all of our executive officers and directors as a group. |
Amount and |
Approximate |
|||||||
Nature of |
Percentage of |
|||||||
Beneficial |
Outstanding |
|||||||
Name and Address of Beneficial Owner (1) |
Ownership (2) |
Shares |
||||||
Evan S. Melrose, M.D., MBA (3) |
4,780,000 | 19.40 | % | |||||
James H. Henry |
25,000 | * | ||||||
Craig Cordola |
15,000 | * | ||||||
Todd Fruchterman, M.D., PhD |
15,000 | * | ||||||
David Nash, M.D., MBA |
15,000 | * | ||||||
Steve Whitlock, MBA |
50,000 | * | ||||||
JD Moore, MBA |
50,000 | * | ||||||
Kelly Huang, PhD |
50,000 | * | ||||||
All directors and executive officers as a group (seven individuals) |
220,000 | * | ||||||
Five Percent Holders: |
||||||||
Spindletop Health Sponsor Group, LLC (3) |
4,780,000 | 19.40 | % | |||||
Saba Capital Management, L.P. (4) |
1,601,567 | 6.50 | % | |||||
Highbridge Capital Management, LLC (5) |
1,669,877 | 6.78 | % | |||||
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (6) |
1,500,000 | 6.09 | % | |||||
Progeny 3, Inc. (7) |
1,500,000 | 6.09 | % |
* | Less than 1% | |
(1) | Unless otherwise indicated, the business address of each of the following entities or individuals is c/o Spindletop Health Acquisition Corp., 3571 Far West Blvd. Ste. 108, Austin, TX 78731. | |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one | |
(3) | Our sponsor is the record holder of such shares. Dr. Melrose is the manager of our sponsor, and as such shares voting and investment discretion with respect to the common stock held of record by our sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by our sponsor. Dr. Melrose disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. | |
(4) | According to Schedule 13G/A filed on February 14, 2022. The business address of Saba Capital Management, L.P. is 405 Lexington Avenue, 58th Floor, New York, New York 10174. | |
(5) | According to Schedule 13G/A filed on February 9, 2022. The business address of Highbridge Capital Management, LLC is 277 Park Avenue, 23rd Floor, New York, New York 10172. | |
(6) | According to Schedule 13G filed on February 3, 2022. The business address of Calamos Market Neutral Income Fund, a series of Calamos Investment Trust is 2020 Calamos Court, Naperville, IL 60563. | |
(7) | According to Schedule 13G filed on February 17, 2022. The business address of Progeny 3, Inc. is 601 Union Street, Suite 3920, Seattle, WA 98101. |
• | Repayment of up to an aggregate of $100,000 in loans made to us by our sponsor to cover offering related and organizational expenses; |
• | Reimbursement for any out-of-pocket |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
31.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted 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 Labels 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. |
** | Furnished. |
SPINDLETOP HEALTH ACQUISITION CORP. | ||
By: | /s/ Evan S. Melrose | |
Evan S. Melrose | ||
Chief Executive Officer and Chief Financial Officer |
Name |
Title |
Date | ||
/s/ Evan S. Melrose |
||||
Evan S. Melrose | Chief Executive Officer and Chief Financial Officer | April 14, 2022 | ||
/s/ James H. Henry |
||||
James H. Henry | Chairman of the Board of Directors | April 14, 2022 | ||
/s/ Craig Cordola |
||||
Craig Cordola | Director | April 14, 2022 | ||
/s/ Todd Fruchterman |
||||
Todd Fruchterman | Director | April 14, 2022 | ||
/s/ David Nash |
||||
David Nash | Director | April 14, 2022 |
Page |
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F - 4 | ||||
F - 5 | ||||
F - 6 | ||||
F - 7 |
Assets: |
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Current assets: |
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Cash |
$ | |||
Prepaid expenses |
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Total current assets |
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Prepaid expenses, non-current |
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Investments in Trust Account |
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Total assets |
$ | |||
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | |||
Due to related party |
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Total current liabilities |
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Warrant liability |
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Deferred underwriting commissions |
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Total liabilities |
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Commitments and Contingencies (Note 6) |
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Class A common stock subject to possible redemption, |
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Stockholder’s Deficit: |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total stockholders’ deficit |
( |
) | ||
|
|
|||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ deficit |
$ | |||
|
|
Formation and operating costs |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
|
|
|||
Other income (expense) |
||||
Earnings from investments held in trust account |
||||
Offering costs allocated to warrants |
( |
) | ||
Change in fair value of warrant liabilities |
||||
|
|
|||
Total other income (expense) |
||||
|
|
|||
Net income |
$ |
|||
|
|
|||
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption |
||||
|
|
|||
Basic and diluted net income per share of Class A common stock |
$ | |||
|
|
|||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||
|
|
|||
Basic and diluted net income per share of Class B common stock |
$ | |||
|
|
|||
Class A |
Class B |
Additional |
Total |
|||||||||||||||||||||||||
Common Stock |
Common Stock |
Paid-in |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance as of February 17, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of founder shares |
— | |||||||||||||||||||||||||||
Excess proceeds above fair value of private placement warrants |
|
|
— | |
|
|
— | |
|
|
— | |
|
|
— | |
|
|
|
|
|
|
— | |
|
|
|
|
Accretion of common stock subject to possible redemption |
— |
— |
— |
— |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net incom e |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) | $ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Earnings from investments held in trust account |
( |
) | ||
Offering costs allocated to warrants |
||||
Change in fair value of war r ant liabilities |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid assets |
( |
) | ||
Accounts payable and accrued expenses |
( |
) | ||
Due to related party |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Accoun t |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash flows from financing activities: |
||||
Proceeds from initial public offering, net of underwriters’ discount |
||||
Proceeds from issuance of private placement warrants |
||||
Proceeds from issuance of founder shares |
||||
Proceeds from issuance of promissory note—related party |
||||
Payment of promissory note—related party |
( |
) | ||
Payment of deferred offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash, beginning of the period |
||||
|
|
|||
Cash, end of the period |
$ | |||
|
|
|||
Supplemental disclosure of cash flow information: |
||||
Initial classification of warrant liability |
$ | |||
|
|
|||
Deferred underwriting commissions payable charged to additional paid in capital |
$ | |||
|
|
|||
Remeasurement of Class A shares subject to redemption |
$ | |||
|
|
|||
Excess proceeds above fair value of private placement warrants |
|
$ |
|
|
|
|
For the period from February 17, 2021 (inception) through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income per share: |
||||||||
Numerator: |
||||||||
Allocation of net income |
$ | $ | |
|||||
Denominator: |
||||||||
Weighted-average shares outstanding including common stock subject to redemption |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share |
$ | $ | ||||||
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of (the “30-day redemption period”); and |
• | if, and only if, the last reported sale price of the Class A common stock for any a period ending three trading days before the Company sends the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
Level 1 |
Level 2 |
Level 3 |
||||||||||
Assets: |
||||||||||||
Investments held in Trust Account – money market fund |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Private Placement Warrants |
||||||||||||
Public Warrants |
Input |
November 8, 2021 (Initial Measurement) |
|||
Risk-free interest rate |
||||
Expected term (years) |
||||
Stock price |
$ | |||
Probability of completing business combination |
% | |||
Expected volatility |
% | |||
Exercise price |
$ |
Fair Value at February 17, 2021 |
$ | |||
Fair value at issuance November 8, 2021 |
||||
Public w arrants transfer to level 1 |
( |
) | ||
Private placement warrants transfer to level 2 |
( |
) | ||
Change in fair value |
( |
) | ||
|
|
|||
Fair Value at December 31, 2021 |
$ | |||
|
|
Gross proceeds from Initial Public Offering |
$ |
|||
Less: |
||||
Proceeds allocated to public warrants |
( |
) | ||
Class A ordinary shares issuance cost |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Proceeds from Private Placement deposited in trust account interest |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ |
|||
|
|
December 31, 2021 |
||||
Deferred tax asset |
||||
Organizational costs/Startup expenses |
$ | |||
Capitalized costs related to merger |
||||
Federal net operating loss |
||||
Total deferred tax asset |
||||
Valuation allowance |
( |
) | ||
Deferred tax asset, net of allowance |
$ |
|||
December 31, 2021 |
||||
Federal |
||||
Current |
$ | |||
Deferred |
||||
State |
||||
Current |
||||
Deferred |
||||
Change in valuation allowance |
( |
) | ||
Income tax provision |
$ | |||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Change in fair value of warrant liability |
( |
)% | ||
Warrant transaction costs |
% | |||
Change in valuation allowance |
% | |||
Income tax provision |
% |