shacu-10q_20220630.htm

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 No. 001-39921

SCP & CO Healthcare Acquisition Company

(Exact name of registrant as specified in its charter)

Delaware

85-2252723

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2909 W Bay to Bay Blvd., Suite 300

Tampa, FL, 33629

(Address of Principal Executive Offices, including zip code)

(813) 318-9600

(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, par value $0.0001 per share, and one-half of one redeemable warrant	SHACU	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units	SHAC	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the units	SHACW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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 15, 2022 there were 23,000,000 shares of Class A common stock, par value $0.0001 per share and 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

SCP & CO HEALTHCARE ACQUISITION COMPANY

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

TABLE OF CONTENTS

		Page

PART 1 – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

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

	Unaudited Condensed Statements of Operations for the three and six ended June 30, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and June, 30 2021	4

	Notes to Unaudited Condensed Financial Statements	5

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

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Control and Procedures	19

PART II – OTHER INFORMATION		21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

SIGNATURES		24

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

SCP & CO HEALTHCARE ACQUISITION COMPANY

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	(unaudited)
ASSETS
Current assets
Cash	$	680,702		$	1,246,209
Prepaid expenses		382,258			661,832
Total Current Assets		1,062,960			1,908,041
Marketable securities and cash held in Trust Account		230,501,186			230,106,285
Total Assets	$	231,564,145		$	232,014,326
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	200,077		$	425,345
Taxes payable		61,921			—
Total Current Liabilities		261,998			425,345
Deferred underwriting fee payable		8,050,000			8,050,000
Warrant liability		1,571,240			10,792,960
Total Liabilities		9,883,238			19,268,305
Commitments and Contingencies
Class A common stock subject to possible redemption, 23,000,000 and 0 shares at $10.00 per share as of June 30, 2022 and $10.00 per share as of December 31, 2021, respectively		230,194,901			230,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 0 issued or outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) June 30, 2022 and December 31, 2020, respectively		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		—			—
Accumulated deficit		(8,514,569	)		(17,254,554	)
Total Stockholders’ Deficit		(8,513,994	)		(17,253,979	)
Total Liabilities and Stockholders’ Deficit	$	231,564,145		$	232,014,326

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

SCP & CO HEALTHCARE ACQUISITION COMPANY

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended June 30, 2022			Three Months Ended June, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Operating costs	$	313,847		$	394,513		$	619,810		$	589,807
Loss from operations		(313,847	)		(394,513	)		(619,810	)		(589,807	)
Other income:
Change in fair value of warrant liability		2,353,150			(5,838,080	)		9,221,720			6,683,250
Loss resulting from the excess of fair value of Private Placement Warrants over cash received		—			—			—			(1,716,390	)
Offering costs allocated to warrant liabilities		—			—			—			(808,110	)
Interest earned on marketable securities and cash held in Trust Account		321,744			10,468			394,901			61,243
Income (loss) before provision for income taxes		2,361,047			(6,222,125	)		8,996,811			3,630,186
Income tax benefit (expense)		(61,925	)		50,300			(61,925	)		80,649
Net Income (loss)	$	2,299,122		$	(6,171,825	)	$	8,934,886		$	3,710,835
Weighted average shares outstanding of Class A common stock, basic and diluted		23,000,000			23,000,000			23,000,000			19,823,204
Basic and diluted net income per common share, Class A	$	0.08		$	(0.21	)	$	0.31		$	0.15
Weighted average shares outstanding of Class B common stock, basic and diluted		5,750,000			5,750,000			5,750,000			5,646,409
Basic and diluted net income per common share, Class B	$	0.08		$	(0.21	)	$	0.31		$	0.15

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

SCP & CO HEALTHCARE ACQUISITION COMPANY

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the three and six months ended June 30, 2022

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity (deficit)
Balance — January 1, 2022		—	$	—		5,750,000	$	575	$	—	$	(17,254,554	)	$	(17,253,979	)
Net income		—		—		—		—		—		6,635,764			6,635,764
Balance — March 31, 2022 (unaudited)		—	$	—		5,750,000	$	575	$	—	$	(10,618,790	)	$	(10,618,215	)
Net income		—		—		—		—		—		2,299,122			2,299,122
Accretion of Common Stock subject to possible redemption to redemption value		—		—		—		—		—		(194,901	)		(194,901	)
Balance — June 30, 2022 (unaudited)		—	$	—		5,750,000	$	575	$	—	$	(8,514,569	)	$	(8,513,994	)

For the three and six months ended June 30, 2021

	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (deficit)
Balance — January 1, 2021		—	$	—		5,750,000	$	575	$	24,425		$	(1,902	)	$	23,098
Accretion of Common Stock subject to possible redemption to redemption value		—		—		—		—		(24,425	)		(26,014,824	)		(26,039,249	)
Net income		—		—		—		—		—			9,882,660			9,882,660
Balance — March 31, 2021 (unaudited)		—	$	—		5,750,000	$	575	$	0		$	(16,134,066	)	$	(16,133,491	)
Net loss		—		—		—		—		—			(6,171,825	)		(6,171,825	)
Balance — June 30, 2021 (unaudited)		—	$	—		5,750,000	$	575	$	—		$	(22,305,891	)	$	(22,305,316	)

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

SCP & CO HEALTHCARE ACQUISITION COMPANY

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Cash Flows from Operating Activities:
Net income	$	8,934,886		$	3,710,835
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities and cash held in Trust Account		(394,901	)		(61,243	)
Offering costs		-			808,110
Change in fair value of warrant liability		(9,221,720	)		(6,683,250	)
Loss resulting from the excess of fair value of Private Placement Warrants over cash received		-			1,716,390
Changes in operating assets and liabilities:
Prepaid expenses		279,575			(966,007

SEC Form 10-Q filed by SCP & CO Healthcare Acquisition Company