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

March 31, 2021

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

For the transition period from to

OMEGA ALPHA SPAC

(Exact name of registrant as specified in its charter)

Cayman Islands

001-039840

98-1566615

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)



888 Boylston Street, Suite 1111 Boston, MA		02199
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 502-6530

Not Applicable

(Former name or former address, if changed since last report)

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


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Class A ordinary shares, $0.0001 par value per share	OMEG	The NASDAQ Capital 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, 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 May 11, 2021, 14,301,000 Class A ordinary shares, par value $0.0001 per share, and 3,450,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020	3

	Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)	4

	Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)	5

	Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	23

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25


	March 31, 2021		December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash	$	807,791	$	—
Prepaid expenses		741,154		—
Due from related party, net		14,179		—
Total current assets		1,563,124		—
Investments held in Trust Account		138,002,987		—
Deferred offering costs associated with the initial public offering		—		399,211
Total Assets	$	139,566,111	$	399,211

Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
Accounts payable	$	73,946	$	265,256
Accrued expenses		70,000		43,047
Note payable - related party		—		98,365
Total current liabilities		143,946		406,668
Deferred underwriting commissions		4,830,000		—
Total liabilities		4,973,946		406,668

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 12,959,216 and 0 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively		129,592,160		—

Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 1,341,784 and 0 shares issued and outstanding (excluding 12,959,216 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		134		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,450,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 ⁽¹⁾⁽²⁾		345		345
Additional paid-in capital		5,313,038		24,655
Accumulated deficit		(313,512)		(32,457)
Total shareholders' equity (deficit)		5,000,005		(7,457)
Total Liabilities and Shareholders' Equity (Deficit)	$	139,566,111	$	399,211


General and administrative expenses	$	284,042
Loss from operations		284,042

Income from investments held in Trust Account		2,987
Net loss	$	(281,055)

Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		13,800,000
Basic and diluted net loss per ordinary share, Class A redeemable ordinary shares	$	—

Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		3,845,333
Basic and diluted net loss per ordinary share, Class A and Class B non-redeemable ordinary shares	$	(0.07)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance - December 31, 2020	—	$	—	3,450,000	$	345	$	24,655	$	(32,457)	$	(7,457)
Sale of Class A ordinary shares in initial public offering, gross	13,800,000		1,380	—		—		137,998,620		—		138,000,000
Offering costs	—		—	—		—		(8,129,323)		—		(8,129,323)
Sale of private placement shares to Sponsor in private placement	501,000		50	—		—		5,009,950		—		5,010,000
Shares subject to possible redemption	(12,959,216)		(1,296)	—		—		(129,590,864)		—		(129,592,160)
Net loss	—		—	—		—		—		(281,055)		(281,055)
Balance - March 31, 2021 (unaudited)	1,341,784	$	134	3,450,000	$	345	$	5,313,038	$	(313,512)	$	5,000,005


Cash Flows from Operating Activities:
Net loss	$	(281,055)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account		(2,987)
Changes in operating assets and liabilities:
Prepaid expenses		(741,154)
Due from related party		(14,179)
Accounts payable		71,482
Accrued expenses		(4,583)
Net cash used in operating activities		(972,476)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(138,000,000)
Net cash used in investing activities		(138,000,000)


Cash Flows from Financing Activities:
Proceeds from note payable to related party		46,209
Payment of note payable to related party		(144,574)
Proceeds received from initial public offering, gross		138,000,000
Proceeds received from private placement		5,010,000
Offering costs paid		(3,131,368)
Net cash provided by financing activities		139,780,267

Net change in cash		807,791

Cash - beginning of the period		—
Cash - end of the period	$	807,791

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	$	412
Offering costs included in accrued expenses	$	70,000
Reversal of offering costs included in accrued expenses in prior year	$	(38,464)
Deferred underwriting commissions	$	4,830,000
Initial value of Class A ordinary shares subject to possible redemption	$	129,841,480
Change in value of Class A ordinary shares subject to possible redemption	$	(249,320)


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Investments held in Trust Account	$	138,002,987		—		—


Exhibit Number		Description
31.1*		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2*		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1**		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2**		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	By:	/s/ Otello Stampacchia
	Name:	Otello Stampacchia
	Title:	Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer)

	By:	/s/ Francesco Draetta
	Name:	Francesco Draetta
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Omega Alpha SPAC