luxau-10q_20220630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

LUX HEALTH TECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-39657		85-2825321
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

920 Broadway, 11th Floor

New York, New York 10010

(Address of Principal Executive Offices, including zip code)

(646) 475-4385

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant	LUXAU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	LUXA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	LUXAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 12, 2022, 34,500,000 shares of Class A common stock, $0.0001 par value, and 8,625,000 shares of Class B common stock, $0.0001 par value, were issued and outstanding.

LUX HEALTH TECH ACQUISITION CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements	2

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	2

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	3

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for The Three and Six Months Ended June 30, 2022 and 2021	4

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	5

	Notes to Unaudited Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29

Item 4.	Control and Procedures	29

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

SIGNATURES		32

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

LUX HEALTH TECH ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	25,279		$	417,821
Prepaid expenses		125,834			236,453
Total current assets		151,113			654,274
Investments held in Trust Account		345,533,790			345,025,321
Total Assets	$	345,684,903		$	345,679,595

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	337,220		$	260,790
Accrued expenses		249,634			32,150
Franchise tax payable		99,228			147,442
Income taxes payable		34,586			-
Convertible promissory note – related party		477,063			483,705
Total current liabilities		1,197,731			924,087
Deferred underwriting commissions		12,075,000			12,075,000
Derivative warrant liabilities		2,615,000			15,167,000
Total Liabilities		15,887,731			28,166,087

Commitments and Contingencies

Class A common stock, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.001 and $10.000 per share at June 30, 2022 and December 31, 2021, respectively		345,031,707			345,000,000

Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021		-			-
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares outstanding at June 30, 2022 and December 31, 2021		-			-
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		863			863
Accumulated deficit		(15,235,398	)		(27,487,355	)
Total Stockholders' Deficit		(15,234,535	)		(27,486,492	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	345,684,903		$	345,679,595

The accompanying notes are an integral part of these unaudited condensed financial statements.

LUX HEALTH TECH ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2022			2021			2022			2021
General and administrative expenses	$	418,320		$	336,563		$	648,833		$	621,725
General and administrative expenses - related party		-			46,755			-			89,671
Franchise tax expenses		50,663			51,463			100,028			100,601
Loss from operations		(468,983	)		(434,781	)		(748,861	)		(811,997	)
Other income
Income from investments held in Trust Account		481,575			5,244			508,469			10,430
Change in valuation of Convertible promissory note - related party		4,573			-			6,642			-
Change in fair value of derivative warrant liabilities		4,707,000			2,440,670			12,552,000			20,397,000
Total other income		5,193,148			2,445,914			13,067,111			20,407,430
Income before income taxes		4,724,165			2,011,133			12,318,250			19,595,433
Income tax expense		34,586			-			34,586			-
Net income	$	4,689,579		$	2,011,133		$	12,283,664		$	19,595,433

Basic and diluted weighted average shares outstanding of Class A common stock		34,500,000			34,500,000			34,500,000			34,500,000
Basic and diluted net income per share, Class A common stock	$	0.11		$	0.05		$	0.28		$	0.45

Basic and diluted weighted average shares outstanding of Class B common stock		8,625,000			8,625,000			8,625,000			8,625,000
Basic and diluted net income per share, Class B common stock	$	0.11		$	0.05		$	0.28		$	0.45

The accompanying notes are an integral part of these unaudited condensed financial statements.

LUX HEALTH TECH ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For The Three and Six Months Ended June 30, 2022

	Common Stock							Additional					Total
	Class A			Class B				Paid-In		Accumulated			Stockholders'
	Shares	Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021	-	$	-		8,625,000	$	863	$	-	$	(27,487,355	)	$	(27,486,492	)
Net income	-	-		-		-		-			7,594,085			7,594,085
Balance - March 31, 2022 (Unaudited)	-		-		8,625,000		863		-		(19,893,270	)		(19,892,407	)
Remeasurement of Class A common stock subject to possible redemption	-		-		-		-		-		(31,707)			(31,707)
Net income	-		-

SEC Form 10-Q filed by Lux Health Tech Acquisition Corp.