UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

☒ 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

CA Healthcare Acquisition Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-39947	85-3469820
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)



99 Summer Street, Suite 200
Boston, Massachusetts		02110
(Address of principal executive offices)		(Zip Code)

(617) 314-3901

(Registrant’s telephone number, including area code)

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(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	CAHCU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	CAHC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	CAHCW	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 May 24, 2021, 11,500,000 Class A common stock, par value $0.0001, and 2,875,000 Class B common stock, par value $0.0001, were issued and outstanding.


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Unaudited Condensed Balance Sheets as of March 31, 2021 and December 31, 2020	1

	Unaudited Condensed Statement of Operations for the period from January 1, 2021 through March 31, 2021	2

	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the period from January 1, 2021 through March 31, 2021	3

	Unaudited Condensed Statement of Cash Flows for the period from January 1, 2021 through March 31, 2021	4

	Notes to Unaudited 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.	Controls 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 from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

SIGNATURES


	March 31, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	847,122	$	9,498
Prepaid expenses		394,984		—
Total current assets		1,242,106		9,498
Investments held in Trust Account		115,009,648		—
Deferred offering costs associated with initial public offering		—		141,200
Total Assets	$	116,251,754	$	150,698

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	12,875	$	8,000
Accrued expenses		95,000		—
Franchise tax payable		49,426		609
Due to related party		2,275		—
Note payable - related party		—		119,352
Total current liabilities		159,576		127,961
Deferred underwriting commissions		4,025,000		—
Derivative warrant liabilities		6,530,500		—
Total liabilities		10,715,076		127,961

Commitments and Contingencies

Class A common stock, $0.0001 par value; 10,053,667 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively		100,536,670		—

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,446,333 and -0- shares issued and outstanding (excluding 10,053,667 and -0- shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		145		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,875,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020		288		288
Additional paid-in capital		2,218,505		24,712
Retained earnings (accumulated deficit)		2,781,070		(2,263)
Total stockholders' equity		5,000,008		22,737
Total Liabilities and Stockholders' Equity	$	116,251,754	$	150,698


General and administrative expenses	$	143,888
Franchise tax expense		48,817
Loss from operations		(192,705)
Other income (expense)
Change in fair value of derivative warrant liabilities		3,327,000
Financing costs - derivative warrant liabilities		(360,610)
Income from investments held in Trust Account		9,648
Net income	$	2,783,333
Basic and diluted weighted average shares outstanding of Class A common stock subject to possible redemption		9,743,321
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—
Basic and diluted weighted average shares outstanding of Non-redeemable common stock		3,968,490
Basic and diluted net income per share, Non-redeemable common stock	$	0.70


	Common Stock						Additional		Retained Earnings		Total
	Class A			Class B			Paid-In		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — December 31, 2020	—	$	—	2,875,000	$	288	$	24,712	$	(2,263)	$	22,737
Sale of units in initial public offering, less fair value of public warrants	11,500,000		1,150	—		—		109,191,350		—		109,192,500
Offering costs	—		—	—		—		(6,461,892)		—		(6,461,892)
Class A common stock subject to possible redemption	(10,053,667)		(1,005)	—		—		(100,535,665)		—		(100,536,670)
Net income	—		—	—		—		—		2,783,333		2,783,333
Balance — March 31, 2021	1,446,333	$	145	2,875,000	$	288	$	2,218,505	$	2,781,070	$	5,000,008


Cash Flows from Operating Activities:
Net income	$	2,783,333
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid through note payable to Sponsor		1,871
Change in fair value of derivative warrant liabilities		(3,327,000)
Financing costs - derivative warrant liabilities		360,610
Income from investments held in Trust Account		(9,648)
Changes in operating assets and liabilities:
Prepaid expenses		(394,984)
Accounts payable		(8,000)
Franchise tax payable		48,817
Due to related party		2,275
Net cash used in operating activities		(542,726)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(115,000,000)
Net cash used in investing activities		(115,000,000)

Cash Flows from Financing Activities:
Repayment of note payable to related party		(133,770)
Proceeds received from initial public offering, gross		115,000,000
Proceeds received from private placement warrant		4,050,000
Offering costs paid		(2,535,880)
Net cash provided by financing activities		116,380,350

Net increase in cash		837,624

Cash — beginning of the period		9,498
Cash — end of the period	$	847,122

Supplemental disclosure of noncash activities:
Initial classification of warrant liability	$	9,857,500
Offering costs paid through note payable to Sponsor	$	12,547
Offering costs included in accounts payable	$	12,875
Offering costs included in accrued expenses	$	95,000
Deferred underwriting commissions in connection with the initial public offering	$	4,025,000
Initial value of Class A common stock subject to possible redemption	$	97,382,330
Change in value of Class A common stock subject to possible redemption	$	3,154,340


	As of January 29, 2021
	As Previously		Restatement
	Reported		Adjustment		As Restated
Balance Sheet
Total assets	$	116,643,903	$	—	$	116,643,903
Liabilities and stockholders’ equity
Total current liabilities	$	379,064	$	—	$	379,064
Deferred underwriting commissions		4,025,000		—		4,025,000
Derivative warrant liabilities		—		9,857,500		9,857,500
Total liabilities		4,404,064		9,857,500		14,261,564
Class A common stock, $0.0001 par value; shares subject to possible redemption		107,239,830		(9,857,500)		97,382,330
Stockholders’ equity
Preferred stock- $0.0001 par value		—		—		—
Class A common stock - $0.0001 par value		78		98		176
Class B common stock - $0.0001 par value		288		—		288
Additional paid-in-capital		5,020,028		360,512		5,380,540
Accumulated deficit		(20,385)		(360,610)		(380,995)
Total stockholders’ equity		5,000,009		—		5,000,009
Total liabilities and stockholders’ equity	$	116,643,903	$	—	$	116,643,903


	For The three
	Months Ended
	March 31, 2021
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Income from investments held in Trust Account	$	8,434
Less: Company's portion available to be withdrawn to pay taxes		(8,434)
Net income attributable	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		9,743,321
Basic and diluted net income per share	$	—

Non-Redeemable Common Stock
Numerator: Net Income minus Net Earnings allocable to Class A common stock subject to possible redemption
Net income	$	2,783,333
Net income allocable to Class A common stock subject to possible redemption		—
Non-redeemable net income	$	2,783,333
Denominator: weighted average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		3,968,490
Basic and diluted net loss per share, Non-redeemable common stock	$	0.70


	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities	$	115,009,648	$	—	$	—

Liabilities:
Derivative warrant liabilities	$	3,047,500	$	—	$	3,483,000


	As of January 29, 2021						As of March 31, 2021
	Public			Private			Private
Volatility		20.0	%		20.0	%		17.5	%
Stock price	$	9.76		$	9.76		$	9.67
Expected term to Business Combination		5.4			5.4			5.25
Risk-free rate		0.50	%		0.50	%		1.00	%
Dividend yield		0.0	%		0.0	%		0.0	%


	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on January 29, 2021		4,050,000		5,807,500		9,857,500
Change in valuation inputs or other assumptions		(567,000)		(2,760,000)		(3,327,000)
Fair value as of March 31, 2021	$	3,483,000	$	3,047,500	$	6,530,500


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

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	CA HEALTHCARE ACQUISITION CORP.

	By:	/s/ Larry J. Neiterman
	Name:	Larry J. Neiterman
	Title:	Chief Executive Officer


Exhibit Number		Description

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief 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 Chief 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

SEC Form 10-Q/A filed by CA Healthcare Acquisition Corp. (Amendment)