References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Big Cypress Acquisition Corp. References to our "management"
or our "management team" refer to our officers and directors, and references to
the "Sponsor" refer to Big Cypress Holdings LLC. The following discussion and
analysis of the Company's financial condition and results of operations should
be read in conjunction with the financial statements and the notes thereto
contained elsewhere in this Quarterly Report. Certain information contained in
the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended, that are not historical facts and involve
risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of
historical fact included in this Form 10-Q including, without limitation,
statements in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are
forward-looking statements. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
management's current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of the
Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission (the "SEC"). The Company's securities filings can be accessed on the
EDGAR section of the SEC's website at www.sec.gov. Except as expressly required
by applicable securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on
November 12, 2020 for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities. We intend to
effectuate our initial business combination using cash from the proceeds of the
IPO (as defined below) and the sale of the Private Units (as defined below), our
capital stock, debt or a combination of cash, stock and debt.
Recent Events
Proposed Business Combination
As more fully described in Note 1 to the financial statements to this Quarterly
Report and in a Current Report on Form 8-K filed by the Company with the SEC on
June 22, 2021, on June 21, 2021, the Company, entered into a business
combination agreement (the "Business Combination Agreement") by and among the
Company, Big Cypress Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Merger Sub"), SAB Biotherapeutics, Inc., a Delaware
corporation ("SAB") and Shareholder Representative Services LLC, as the
stockholder representative to the SAB stockholders. The Business Combination
Agreement provides, among other things, that on the terms and subject to the
conditions set forth therein, Merger Sub will merge with and into SAB, with SAB
surviving as a wholly-owned subsidiary of the Company (the "Merger"). Upon the
closing of the Business Combination (the "Closing"), it is anticipated that the
Company will change its name to "SAB Biotherapeutics, Inc." ("New SAB"). The
Merger and the other transactions contemplated by the Business Combination
Agreement are hereinafter referred to as the "Business Combination." The
Business Combination is expected to close in the fourth quarter of 2021,
following the receipt of the required approval by the Company's stockholders and
the fulfilment of other customary closing conditions. However, the Company
cannot provide any assurance that the Business Combination will be completed.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from November 12, 2020 (inception) through June 30, 2021
were organizational activities, those necessary to prepare for the IPO,
described below, and identifying a target company for our initial business
combination. We do not expect to generate any operating revenues until after the
completion of the Business Combination. We generate non-operating income in the
form of interest income on marketable securities held in the Trust Account (as
defined below) and other income or loss resulting from changes in fair value of
the warrant liability. We incur expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as
for due diligence expenses.
For the three and six months ended June 30, 2021, we had operating costs of
$256,847 and $368,459, respectively consisting of professional and
administrative expense. We also had other income (expense) of ($1,945,314) and
$1,139,518, respectively, which consists of $2,896 and $5,315 of interest earned
on marketable securities held in the Trust Account, nil and $359,874 of offering
expense allocated to the warrants and ($1,948,210) and $1,494,077 gain resulting
from the change in the fair value of our warrant liability, respectively.
Liquidity and Capital Resources
On January 14, 2021, we consummated our initial public offering (the "IPO") of
11,500,000 of our units (the "Public Units") which included Public Units subject
to the underwriters' over-allotment option, which option was exercised in full.
Each Public Unit consists of one share of common stock and one-half redeemable
warrant, with each whole warrant entitling the holder to purchase one share of
common stock at a price of $11.50 per share (the "Public Warrants"). The Public
Units were sold at an offering price of $10.00 per Public Unit, generating gross
proceeds of $115,000,000.
Simultaneously with the consummation of the IPO, we consummated the private
placement ("Private Placement") of 417,200 units (the "Private Units") at a
price of $10.00 per Private Unit with each Private Unit consisting of one share
of common stock and one-half warrant, with each whole warrant entitling the
holder to purchase one share of common stock at a price of $11.50 per share (the
"Private Warrants"), generating total proceeds of $4,172,000. The Private Units
were sold to the Sponsor. The Private Units and Private Warrants are identical
to the Public Units and Public Warrants sold in the IPO, except that the Private
Warrants underlying the Private Units are non-redeemable and may be exercised on
a cashless basis, in each case so long as they continue to be held by the
Sponsor or its permitted transferees.
Following the closing of the IPO and the sale of additional Private Units, an
aggregate amount of $116,150,000 has been placed in the trust account (the
"Trust Account") established in connection with the IPO. Transaction costs
amounted to $6,108,360 consisting of $1,529,500 of underwriting fee, $4,220,500
of deferred underwriting fee, and $358,360 of other offering costs. In addition,
$1,216,731 of cash was held outside of the Trust Account, which is available for
the payment of offering costs and for working capital purposes. As a result of
the underwriters' exercise of the over-allotment option in full, 375,000 of the
founder shares are no longer subject to forfeiture.
As of June 30, 2021, we had marketable securities held in the Trust Account of
$116,155,315 (including $5,315 interest income) consisting of money market funds
which invest in U.S. Treasury securities. Interest income on the balance in the
Trust Account may be used by us to pay taxes. Through June 30, 2021, we have not
withdrawn any interest earned on the Trust Account.
For the six months ended June 30, 2021, net cash used in operating activities
was $464,411. Net income of $771,059 was affected by interest earned on
marketable securities held in the Trust Account of $5,315, offering costs
allocated to warrants of $359,874, a change in the fair value of our warrant
liability of $1,494,077, an increase in prepaid assets of $177,609 and a
decrease in accrued expenses of $81,657.
For the six months ended June 30, 2021, net cash used in investing activities
was $116,150,000 for our investment in the Trust Account.
For the six months ended June 30, 2021, net cash provided by financing
activities was $117,286,378 primarily from the sale of public and private Units
in the amount of $117,644,605, net of underwriting discounts. This was partially
offset by the $150,000 repayment of a related party promissory note and payment
of $208,227 in deferred offering costs.
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We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (less
income taxes payable), to complete the Business Combination. To the extent that
our capital stock or debt is used, in whole or in part, as consideration to
complete the Business Combination, the remaining proceeds held in the Trust
Account will be used as working capital to finance the operations of the target
business or businesses, make other acquisitions and pursue our growth
strategies.
As of June 30, 2021, we had cash of $756,803 outside the Trust Account. We
intend to use the funds held outside the Trust Account primarily to identify and
evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of
prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
and structure, negotiate and complete the Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with the Business Combination, the Sponsor, or certain of our
officers and directors or their affiliates may, but are not obligated to, loan
us funds as may be required. If we complete the Business Combination, we would
repay such loaned amounts. In the event that the Business Combination does not
close, we may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts but no proceeds from our Trust Account
would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into units at a price of $10.00 per unit, at the option of the
lender. The units would be identical to the Private Units.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, if our estimate of
the costs of identifying a target business, undertaking in-depth due diligence
and negotiating the Business Combination are less than the actual amount
necessary to do so, we may have insufficient funds available to operate our
business prior to the Business Combination. Moreover, we may need to obtain
additional financing either to complete the Business Combination or because we
become obligated to redeem a significant number of our Public Shares upon
consummation of the Business Combination, in which case we may issue additional
securities or incur debt in connection with the Business Combination. Subject to
compliance with applicable securities laws, we would only complete such
financing simultaneously with the completion of the Business Combination. If we
are unable to complete the Business Combination because we do not have
sufficient funds available to us, we will be forced to cease operations and
liquidate the Trust Account. In addition, following the Business Combination, if
cash on hand is insufficient, we may need to obtain additional financing in
order to meet our obligations.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2021.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of one of our executive officers a monthly fee of $10,000 for office
space, utilities and secretarial and administrative support. We began incurring
these fees on January 14, 2021 and will continue to incur these fees monthly
until the earlier of the completion of the Business Combination and our
liquidation.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. The following are the critical accounting policies applied in the
preparation of the condensed financial statements:
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, "Derivatives and Hedging." Derivative instruments
are recorded at fair value on the grant date and re-valued at each reporting
date, with changes in the fair value reported in the statements of operations.
Derivative assets and liabilities are classified on the balance sheet as current
or non-current based on whether or not net-cash settlement or conversion of the
instrument could be required within 12 months of the balance sheet date. The
Company has determined the Public and Private Warrants are derivative
instruments.
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FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation
of proceeds from the issuance of convertible debt into its equity and debt
components. The Company applies this guidance to allocate IPO proceeds from the
Units between common stock and warrants, using the residual method by allocating
IPO proceeds first to fair value of the warrants and then the common stock.
Common stock subject to possible redemption
The Company accounts for its Common Stock subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Common stock subject to mandatory redemption is classified as a
liability instrument and is measured at fair value. Conditionally redeemable
common stock (including common stock that features redemption rights that are
either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within the Company's control) is
classified as temporary equity. At all other times, common stock is classified
as stockholders' equity. The Company's common stock features certain redemption
rights that are considered to be outside of the Company's control and subject to
occurrence of uncertain future events. Accordingly, shares of the Company's
common stock subject to possible redemption are presented as temporary equity,
outside of the stockholders' equity section of the Company's balance sheet.
Net income (loss) per common share
Net income per share of common stock is computed by dividing net income by the
weighted average number of common stock outstanding for each of the periods. The
calculation of diluted income per share of common stock does not consider the
effect of the warrants issued in connection with the (i) IPO and contemporaneous
issuance of Private Placement Units, (ii) exercise of overallotment and (iii)
Private Placement since the exercise of the warrants are contingent upon the
occurrence of future events. The warrants are exercisable to purchase 5,958,600
shares of common stock in the aggregate.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our
financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own
Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts
in an Entity's Own Equity ("ASU 2020-06"), which simplifies accounting for
convertible instruments by removing major separation models required under
current GAAP. The ASU also removes certain settlement conditions that are
required for equity-linked contracts to qualify for scope exception, and it
simplifies the diluted earnings per share calculation in certain areas. The
Company early adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did
not impact the Company's financial position, results of operations or cash
flows.
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