10-Q 1 brhc10025284_10q.htm 10-Q

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 quarter 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____________

Commission file number: 001-38972

SC Health Corporation

(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.)

108 Robinson Road #10-00 Singapore 068900		068900
(Address of principal executive offices)		(Zip Code)

+65 6438 1080

(Issuer’s telephone number, including area code)

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 Class A ordinary share, $0.0001 par value, and one half of one warrant	SCPE.U	New York Stock Exchange LLC
Class A ordinary shares, par value $0.0001 per share	SCPE	New York Stock Exchange LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	SCPE WS	New York Stock Exchange LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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 April 30, 2021, there were 17,250,000 Class A ordinary shares, $0.0001 par value and 5,562,500 Class B ordinary shares, $0.00008 par value, issued and outstanding.

SC HEALTH CORPORATION

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021

TABLE OF CONTENTS

			Page
Part I. Financial Information
	Item 1. Financial Statements
		Condensed Balance Sheets as of March 31, 2021 and December 31, 2020	1
		Condensed Interim Statements of Operations for the three months ended March 31, 2021 and 2020 (Unaudited)	2
		Condensed Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2021 and 2020 (Unaudited)	3
		Condensed Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (Unaudited)	4
		Notes to Condensed Interim Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		21
	Item 4. Controls and Procedures		21
Part II. Other Information
	Item 1. Legal Proceedings		22
	Item 1A. Risk Factors		22
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		22
	Item 3. Defaults Upon Senior Securities		23
	Item 4. Mine Safety Disclosures		23
	Item 5. Other Information		23
	Item 6. Exhibits		23
Part III. Signatures			24

	March 31, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current Assets
Cash	$	10,181		$	124,878
Prepaid expenses		124,215			122,067
Total Current Assets		134,396			246,945

Marketable securities held in Trust Account		174,547,492			174,542,012
TOTAL ASSETS	$	174,681,888		$	174,788,957

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Account payable and accrued expenses	$	1,104,041		$	1,037,048
Accrued offering costs		167			167
Promissory note – related party		185,000			100,000
Total Current Liabilities		1,289,208			1,137,215

Warrant liabilities		33,301,342			19,055,750
Forward purchase agreement liabilities		—			2,950,567
Deferred underwriting fee payable		6,037,500			6,037,500
Total Liabilities		40,628,050			29,181,032

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 12,905,383 and 14,060,762 shares at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively		129,053,831			140,607,920

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; 180,000,000 shares authorized; 4,344,617 and 3,189,208 shares issued and outstanding (excluding 12,905,383 and 14,060,762 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		434			319
Class B ordinary shares, $0.00008 par value; 25,000,000 shares authorized; 5,562,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020		445			445
Additional paid-in capital		30,381,491			18,827,517
(Accumulated deficit) Retained earnings		(25,382,363	)		(13,828,276	)
Total Shareholders’ Equity		5,000,007			5,000,005
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	174,681,888		$	174,788,957

	Three Months Ended March 31,
	2021			2020

Operating costs	$	264,542		$	212,283
Loss from operations		(264,542	)		(212,283	)

Other income:
Interest earned on investments held in Trust Account		5,480			557,639
Change in fair value of warrant liabilities		(14,245,592	)		54,500
Change in fair value of forward purchase agreement		2,950,567			(160,098	)
Net Income (Loss)	$	(11,554,087	)	$	239,758

Weighted average shares outstanding of Class A redeemable ordinary shares		17,250,000			17,250,000
Basic and diluted net income (loss) per share, Class A	$	0.00		$	0.03

Weighted average shares outstanding of Class B non-redeemable ordinary shares		5,562,500			5,562,500
Basic and diluted net income (loss) per share, Class B	$	(2.08	)	$	(0.06	)

	Class A Ordinary Shares					Class B Ordinary Shares				Additional Paid-in Capital		(Accumulated Deficit) Retained Earnings			Total Shareholders’ Equity
	Shares			Amount		Shares		Amount
Balance – January 1, 2021		3,189,208		$	319		5,562,500	$	445	$	18,827,517	$	(13,828,276	)	$	5,000,005

Change in value of ordinary shares subject to possible redemption		1,155,409	)		115		—		—		11,553,974		—			11,554,089

Net income (loss)		—			—		—		—		—		(11,554,087	)		(11,554,087	)
Balance – March 31, 2021 (unaudited)		4,344,617		$	434		5,562,500	$	445	$	30,381,491	$	(25,382,363	)	$	5,000,007

	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid in Capital			(Accumulated Deficit) Retained Earnings			Total Shareholders’ Equity
	Shares			Amount			Shares		Amount
Balance – January 1, 2020		2,366,966		$	237			5,562,500	$	445	$	10,605,179		$	(5,605,856	)	$	5,000,005

Change in value of ordinary shares subject to possible redemption		(23,976	)		(3	)		—		—		(239,757	)		—			(239,760	)

Net income		—			—			—		—		—			239,758			239,758
Balance – March 31, 2020 (unaudited)		2,342,990		$	234			5,562,500	$	445	$	10,365,422		$	(5,366,098	)	$	5,000,003

Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	174,547,492	$	174,788,957

Liabilities:
Private Placement Warrants		3	$	17,000,092	$	7,412,000
Public Warrants		1		16,301,250		11,643,750
Forward Purchase Agreement Liability		3		—		2,950,567

Input	March 31, 2021			December 31, 2020
Risk-free interest rate		0.98	%		0.40	%
Time to Maturity (Years)		5.25			5.29
Implied volatility		38.00	%		19.00	%
Exercise price	$	11.50		$	11.50
Implied Stock Price	$	10.08		$	10.25

	Forward Purchase Agreement			Private Placement Warrants
Fair value as of December 31, 2020	$	2,950,567		$	7,412,000
Change in valuation inputs or other assumptions		(2,950,567	)		9,588,092
Fair value as of March 31, 2021	$	—		$	17,000,092

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of 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*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	SC Health Corporation

Date: May 28, 2021		/s/ Angelo John Coloma
	Name:	Angelo John Coloma
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 28, 2021		/s/ Eric Teo
	Name:	Eric Teo
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by SC Health Corporation