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: 001-39930

Science Strategic Acquisition Corp. Alpha

(Exact name of registrant as specified in its charter)


Delaware		85-3594633
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1447 2nd Street

Santa Monica, CA 90401

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (310) 393-3024

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 redeemable warrant	SSAAU	The Nasdaq Stock Market LLC
Class A common stock	SSAA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	SSAAW	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 17, 2022, the Registrant had 31,050,000 shares of Class A common stock, par value $0.0001 per share, and 7,762,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

SCIENCE STRATEGIC ACQUISITION CORP. ALPHA

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited)	1
	Condensed Statements of Operations for the three and six months ended June 30, 2022 and June 30, 2021 (unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and June 30, 2021 (unaudited)	3
	Condensed Statements of Cash Flows for the six months ended June 30, 2022 and June 30, 2021 (unaudited)	4
	Notes to Interim Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II.	OTHER INFORMATION	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Science Strategic Acquisition Corp. Alpha

Condensed Balance Sheets


	June 30,		December 31,
	2022		2021
	(unaudited)		(audited)
ASSETS
Current assets
Cash	$	511,761	$	346,319
Prepaid expenses - current		239,075		337,104
Total Current Assets		750,836		683,423
Noncurrent assets
Marketable securities held in Trust Account		310,780,579		310,544,829
Prepaid expenses - noncurrent		—		27,689
Total Noncurrent Assets		310,780,579		310,572,518
TOTAL ASSETS	$	311,531,415	$	311,255,941

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued offering costs	$	—	$	70,000
Related party payables		19,244		250,000
Working capital loan payable		750,000		—
Accrued expenses		1,565,164		1,315,635
Total Current Liabilities		2,334,408		1,635,635
Noncurrent liabilities
Warrant liability		1,424,100		8,544,600
Deferred underwriting fee payable		10,867,500		10,867,500
Total Noncurrent Liabilities		12,291,600		19,412,100
Total Liabilities		14,626,008		21,047,735

Commitments and Contingencies (Note 7)

Class A Common stock subject to possible redemption, 31,050,000 shares at redemption value as of June 30, 2022 and December 31, 2021		310,500,000		310,500,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding		—		—
Class A Common stock, $0.0001 par value; 400,000,000 shares authorized; none issued and outstanding (excluding 31,050,000 shares subject to possible redemption)		—		—
Class B Common stock, $0.0001 par value; 40,000,000 shares authorized; 7,762,500 shares issued and outstanding		776		776
Additional paid-in capital		—		—
Accumulated deficit		(13,595,369)		(20,292,570)
Total Stockholders’ Deficit		(13,594,593)		(20,291,794)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	311,531,415	$	311,255,941

See accompanying notes to interim condensed financial statements (unaudited).

Table of Contents

Science Strategic Acquisition Corp. Alpha

Condensed Statements of Operations

(unaudited)


	For the				For the
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Operating expenses	$	341,179	$	211,844	$	659,049	$	729,474
Loss from operations		(341,179)		(211,844)		(659,049)		(729,474)

Other income (expense):
Unrealized gain on marketable securities held in Trust Account		231,412		6,774		235,750		34,744
Change in fair value of warrant liability		2,057,033		(3,986,035)		7,120,500		(1,929,002)
Total other income (expense)		2,288,445		(3,979,261)		7,356,250		(1,894,258)

Net income (loss)	$	1,947,266	$	(4,191,105)	$	6,697,201	$	(2,623,732)

Basic and diluted weighted average shares outstanding of redeemable Class A common stock		31,050,000		31,050,000		31,050,000		26,102,473

Basic and diluted net income (loss) per share, redeemable Class A common stock	$	0.05	$	(0.11)	$	0.17	$	(0.08)

Basic and diluted weighted average shares outstanding of nonredeemable Class B common stock		7,762,500		7,762,500		7,762,500		7,601,168

Basic and diluted net income (loss) per share, nonredeemable Class B common stock	$	0.05	$	(0.11)	$	0.17	$	(0.08)

See accompanying notes to interim condensed financial statements (unaudited).

Table of Contents

Science Strategic Acquisition Corp. Alpha

Condensed Statements of Changes in Stockholders’ Deficit

(unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class A Common
	Stock Subject to			Class B			Additional				Total
	Possible Redemption			Common Stock			Paid in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021 (audited)	31,050,000	$	310,500,000	7,762,500	$	776	$	—	$	(20,292,570)	$	(20,291,794)
Net income	—		—	—		—		—		4,749,935		4,749,935
Balance — March 31, 2022 (unaudited)	31,050,000		310,500,000	7,762,500		776		—		(15,542,635)		(15,541,859)
Net income	—		—	—		—		—		1,947,266		1,947,266
Balance — June 30, 2022 (unaudited)	31,050,000	$	310,500,000	7,762,500	$	776	$	—	$	(13,595,369)	$	(13,594,593)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021


	Class A Common
	Stock Subject to			Class B			Additional				Total
	Possible Redemption			Common Stock			Paid in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2020 (audited)	—	$	—	7,762,500	$	776	$	24,224	$	(5,000)	$	20,000
Issuance of 31,050,000 Units	31,050,000		285,869,697	—		—		—		—		—
Proceeds received in excess of fair value of public warrants	—		—	—		—		4,159,734		—		4,159,734
Remeasurement of Class A common stock subject to possible redemption	—		24,630,303	—		—		(4,183,958)		(20,446,345)		(24,630,303)
Net income	—		—	—		—		—		1,567,374		1,567,374
Balance — March 31, 2021 (unaudited)	31,050,000	$	310,500,000	7,762,500	$	776		—		(18,883,971)		(18,883,195)
Net loss	—		—	—		—		—		(4,191,105)		(4,191,105)
Balance — June 30, 2021 (unaudited)	31,050,000	$	310,500,000	7,762,500	$	776	$	—	$	(23,075,076)	$	(23,074,300)

See accompanying notes to interim condensed financial statements (unaudited).

Table of Contents

Science Strategic Acquisition Corp. Alpha

Condensed Statements of Cash Flows

(unaudited)


	For the Six Months Ended
	June 30,
	2022			2021
Cash Flows used in Operating Activities:
Net income (loss)	$	6,697,201	$	(2,623,732)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account		(235,750)		(34,744)
Change in fair value of warrant liability		(7,120,500)		1,929,002
Warrant issuance costs

SEC Form 10-Q filed by Science Strategic Acquisition Corp. Alpha