UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ 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

Commission File Number: 001-40068

MEDICUS SCIENCES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

152 West 57th Street, Floor 20

New York, New York

(Address of principal executive offices)

10019

(Zip Code)

(212) 259-8400

(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
Class A ordinary shares, $0.0001 par value	MSAC	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share for $11.50 per share	MSACW	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 11, 2022, there were 9,292,000 Class A ordinary shares, par value $0.0001 per share and 2,323,000 of the Company’s Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

Table of Contents

MEDICUS SCIENCES ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	2

	Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)	4

	Notes to Interim Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Control and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

SIGNATURES		30

Table of Contents

PART 1 FINANCIAL INFORMATION

Item 1. Financial Statements

MEDICUS SCIENCES ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)
Assets
Current Assets:
Cash	$	1,065,315	$	1,433,753
Prepaid expenses		119,915		146,133
Due from Sponsor		118		118
Total current assets		1,185,348		1,580,004

Investments held in Trust Account		92,080,767		92,008,585
Derivative asset - forward purchase agreement		127,200		35,840
Total Assets	$	93,393,315	$	93,624,429

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Current liabilities:
Accrued expenses	$	21,422	$	32,008
Total current liabilities		21,422		32,008

Deferred underwriting commissions		2,300,000		2,300,000
Derivative liability - warrants		1,892,587		5,935,328
Total liabilities		4,214,009		8,267,336

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 9,200,000 shares issued and outstanding at redemption value of $10.01 and $10.00 per share as of June 30, 2022, and December 31, 2021, respectively		92,080,767		92,000,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 92,000 shares issued and outstanding (excluding 9,200,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021		9		9
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,323,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		232		232
Additional paid-in capital		—		—
Accumulated deficit		(2,901,702)		(6,643,148)
Total shareholders’ deficit		(2,901,461)		(6,642,907)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	93,393,315	$	93,624,429

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

Table of Contents

MEDICUS SCIENCES ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Formation and operating costs	$	174,942	$	192,428	$	384,070	$	301,794
Loss from operations		(174,942)		(192,428)		(384,070)		(301,794)

Other income (expense):
Interest earned on investments held in Trust Account		70,608		4,293		72,182		5,878
Offering costs allocated to warrants		—		—		—		(205,898)
Change in fair value of warrant liability and derivative asset – forward purchase agreement, net		1,673,968		(1,354,886)		4,134,101		405,151
Total other income (expense), net		1,744,576		(1,350,593)		4,206,283		205,131

Net income (loss)	$	1,569,634	$	(1,543,021)	$	3,822,213	$	(96,663)

Basic and diluted weighted average shares outstanding, Class A		9,292,000		9,292,000		9,292,000		6,776,486
Basic and diluted net income (loss) per ordinary share, Class A	$	0.14	$	(0.13)	$	0.33	$	(0.01)
Basic and diluted weighted average shares outstanding, Class B		2,323,000		2,323,000		2,323,000		2,240,972
Basic and diluted net income (loss) per ordinary share, Class B	$	0.14	$	(0.13)	$	0.33	$	(0.01)

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

Table of Contents

MEDICUS SCIENCES ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


							Additional				Total
	Class A Ordinary Shares			Class B Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	92,000	$	9	2,323,000	$	232	$	—	$	(6,643,148)	$	(6,642,907)
Net income	—		—	—		—		—		2,252,579		2,252,579
Balance as of March 31, 2022 (unaudited)	92,000	$	9	2,323,000	$	232	$	—	$	(4,390,569)	$	(4,390,328)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(80,767)		(80,767)
Net income	—		—	—		—		—		1,569,634		1,569,634
Balance as of June 30, 2022 (unaudited)	92,000	$	9	2,323,000	$	232	$	—	$	(2,901,702)	$	(2,910,461)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

Additional

Total

Class A Ordinary Shares

Class B Ordinary Shares

Paid-in

Accumulated

Shareholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Equity (Deficit)

Balance as of January 1, 2021

—

2,323,000

232

24,768

(6,068)

18,932

SEC Form 10-Q filed by Medicus Sciences Acquisition Corp.