References to "we," "us," "our" or the "Company" are to Population Health
Investment Co., Inc., except where the context requires otherwise. The following
discussion should be read in conjunction with our unaudited condensed financial
statements and related notes thereto included elsewhere in this report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our
forward-looking statements include, but are not limited to, statements regarding
our or our management team's expectations, hopes, beliefs, intentions or
strategies regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in this Quarterly
Report on Form
10-Q
may include, for example, statements about:

  •   our ability to select an appropriate target business or businesses;



  •   our ability to complete our initial business combination;



    •     our expectations around the performance of the prospective target
          business or businesses;



    •     our success in retaining or recruiting, or changes required in, our
          officers, key employees or directors following our initial business
          combination;



    •     our officers and directors allocating their time to other businesses and
          potentially having conflicts of interest with our business or in
          approving our initial business combination;



    •     our potential ability to obtain additional financing to complete our
          initial business combination;



  •   our pool of prospective target businesses;



    •     our ability to consummate our initial business combination due to the
          uncertainty resulting from the ongoing
          COVID-19
          pandemic and other events (such as terrorist attacks, natural disasters
          or other significant outbreaks of infectious diseases);



    •     the ability of our officers and directors to generate a number of
          potential acquisition opportunities;



  •   our public securities' potential liquidity and trading;



  •   the lack of a market for our securities;



    •     the use of proceeds not held in the trust account or available to us from
          interest income on the trust account balance;



    •     the proceeds from the sale of the Forward Purchase Units (as defined
          below) being available to us;



  •   the trust account not being subject to claims of third parties; or



  •   our financial performance in the future.


The forward-looking statements contained in this Quarterly Report on Form
10-Q
are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future
developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond our control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by
these forward-looking statements. Factors that might cause or contribute to such
a discrepancy include, but are not limited to, those described under the heading
"Risk Factors" in our other U.S. Securities and Exchange Commission (the "SEC")
filings. Should one or more of these risks or uncertainties materialize, or
should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
Overview
We are a blank check company incorporated on September 11, 2020 as a Cayman
Islands exempted company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities. We are an emerging growth
company and, as such, we are subject to all of the risks associated with
emerging growth companies.

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Our Sponsor is Population Health Investment Holding, Inc., a Cayman Islands
exempted company. Our registration statement for the Initial Public Offering
became effective on October 21, 2020. On November 20, 2020, we consummated the
Initial Public Offering of 17,250,000 units (the "Units" and, with respect to
the Class A ordinary shares included in the Units, the "Public Shares"),
including 2,250,000 additional Units to cover over-allotments (the
"Over-Allotment Units"), at $10.00 per Unit, generating gross proceeds of
$172.5 million, and incurring offering costs of approximately $10.2 million,
inclusive of approximately $6.0 million in deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 3,633,333 warrants (each, a
"Private Placement Warrant" and collectively, the "Private Placement Warrants"),
at a price of $1.50 per Private Placement Warrant with the Sponsor, generating
gross proceeds of approximately $5.5 million.
Upon the closing of the Initial Public Offering and the Private Placement,
$172.5 million($10.00 per Unit) of the net proceeds of the Initial Public
Offering and certain of the proceeds of the Private Placement were placed in a
Trust Account, located in the United States with Continental Stock Transfer &
Trust Company acting as trustee, and invested only in U.S. "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act
having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier
of: (i) the completion of a Business Combination and (ii) the distribution of
the Trust Account as described below.
Our management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering and the sale of Private
Placement Warrants, although substantially all of the net proceeds are intended
to be applied generally toward consummating a Business Combination.
If we have not completed a Business Combination within 24 months from the
closing of the Initial Public Offering, or November 20, 2022 (the "Combination
Period"), we will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its income taxes, if any (less
up to $100,000 of interest to pay dissolution expenses), divided by the number
of the then-outstanding Public Shares, which redemption will completely
extinguish Public Shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the
remaining shareholders and the board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to the Company's obligations under
Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law.
Results of Operations
We have neither engaged in any significant operations nor generated any
operating revenue to date. Our only activities from inception through the IPO
Closing Date related to our formation and since our Initial Public Offering, our
activity has been limited to the search for a prospective initial Business
Combination. We will not be generating any operating revenues until the closing
and completion of our initial Business Combination, at the earliest.
For the three months ended June 30, 2021, we had a net loss of approximately
$1.0 million, which consisted of approximately $354,000 in general and
administrative expenses, approximately $699,000 in change in fair value of
derivative warrant liabilities, offset by and approximately $4,000 in net gain
from investments held in Trust Account.
For the six months ended June 30, 2021, we had a net income of approximately
$735,000, which consisted of approximately $714,000 in general and
administrative expenses, offset by a gain of approximately $1.4 million in
change in fair value of derivative warrant liabilities, and approximately $6,000
in net gain from investments held in Trust Account.
Liquidity and Capital Resources
As of June 30, 2021, we had approximately $416,000 in our operating bank
accounts and working capital of approximately $379,000.
Prior to the completion of the Initial Public Offering, our liquidity needs had
been satisfied through a contribution of $25,000 from our Sponsor to cover for
certain offering costs in exchange for the issuance of the Founder Shares, the
loan of $300,000 from our Sponsor pursuant to the Note (see Note 4), and the
proceeds from the consummation of the Private Placement not held in the Trust
Account. As of June 30, 2021, the Note remains outstanding and is due on demand.
In addition, in order to finance transaction costs in connection with a Business
Combination, our Sponsor or an affiliate of the Sponsor, or certain of our
officers and directors may, but are not obligated to, provide us Working Capital
Loans (see Note 4). As of June 30, 2021 and December 31, 2020, there were no
amounts outstanding under any Working Capital Loan.

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Based on the foregoing, our management believes that we will have sufficient
working capital and borrowing capacity to meet its needs through the earlier of
the consummation of a Business Combination or one year from this filing. Over
this time period, we will be using these funds for paying existing accounts
payable, identifying and evaluating prospective initial Business Combination
candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire,
and structuring, negotiating and consummating the Business Combination.
Contractual Obligations
Registration Rights
The holders of Founder Shares, Private Placement Warrants, Class A ordinary
shares underlying the Private Placement Warrants and warrants that may be issued
upon conversion of Working Capital Loans (and any Class A ordinary shares
issuable upon the exercise of the Private Placement Warrants and warrants that
may be issued upon conversion of Working Capital Loans) are entitled to
registration rights pursuant to a registration rights agreement. The holders of
these securities are entitled to make up to three demands, excluding short form
demands, that we register such securities. These holders will be entitled to
certain demand and "piggyback" registration rights. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriters a
45-day
option from the final prospectus relating to the Initial Public Offering to
purchase up to 2,250,000 additional Units to cover over-allotments, if any, at
the Initial Public Offering price less the underwriting discounts and
commissions. On November 20, 2020, the underwriters fully exercised their
over-allotment option.
The underwriters were entitled to an underwriting discount of $0.20 per Unit, or
$3.5 million in the aggregate, paid upon the closing of the Initial Public
Offering. In addition, $0.35 per unit, or approximately $6.0 million in the
aggregate will be payable to the underwriters for deferred underwriting
commissions. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the Company completes
a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies and Estimates
Investments Held in the Trust Account
Our portfolio of investments held in the trust account is comprised of U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in
money market funds that invest in U.S. government securities and generally have
a readily determinable fair value, or a combination thereof. When our
investments held in the Trust Account are comprised of U.S. government
securities, the investments are classified as trading securities. When our
investments held in the Trust Account are comprised of money market funds, the
investments are recognized at fair value. Trading securities and investments in
money market funds are presented on the balance sheets at fair value at the end
of each reporting period. Gains and losses resulting from the change in fair
value of these securities is included in income on investments held in the Trust
Account in the accompanying unaudited condensed statement of operations. The
estimated fair values of investments held in the Trust Account are determined
using available market information.
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified
as liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A ordinary shares that
feature redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within
our control) are classified as temporary equity. At all other times, Class A
ordinary shares are classified as shareholders' equity. Our Class A ordinary
shares feature certain redemption rights that are considered to be outside of
our control and subject to occurrence of uncertain future events, Accordingly,
at June 30, 2021 and December 31, 2020, 15,105,748 and 15,032,216 shares of
Class A ordinary shares subject to possible redemption are presented at
redemption value as temporary equity, outside of the shareholders' equity
section of the Company's balance sheet.

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Derivative Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The classification of
derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is reassessed at the end of each reporting period.
The warrants issued in connection with the Initial Public Offering (the "Public
Warrants") and the Private Placement Warrants are recognized as derivative
liabilities in accordance with ASC 815. Accordingly, we recognize the warrant
instruments as liabilities at fair value and adjusts the instruments to fair
value at each reporting period. The liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in the Company's statement of operations.. The fair value of warrants
issued in connection with our Initial Public Offering and Private Placement was
initially measured at fair value using a Monte Carlo simulation model and
subsequently, the fair value of the Private Placement Warrants has been
estimated using a Monte Carlo simulation model each measurement date. The fair
value of warrants issued in connection with our Initial Public Offering has
subsequently been measured based on the listed market price of such warrants.
Net Income Per Ordinary Share
Our condensed statements of operations include a presentation of net income
(loss) per share Class A ordinary shares subject to possible redemption in a
manner similar to the
two-class
method of net income (loss) per ordinary share. Net income (loss) per ordinary
share, basic and diluted, for Class A ordinary share is calculated by dividing
the interest income earned on the Trust Account, less interest available to be
withdrawn for the payment of taxes, by the weighted average number of Class A
ordinary share outstanding for the periods. Net income (loss) per common stock,
basic and diluted, for Class B ordinary share is calculated by dividing the net
income (loss), adjusted for income attributable to Class A ordinary share, by
the weighted average number of Class B ordinary share outstanding for the
periods. Class B ordinary share include the Founder Shares as these ordinary
shares do not have any redemption features and do not participate in the income
earned on the Trust Account.
The calculation of diluted net income (loss) per ordinary share does not
consider the effect of the warrants issued in connection with the Initial Public
Offering and the Private Placement since the exercise price of the warrants is
in excess of the average ordinary share price for the period and therefore the
inclusion of such warrants would be anti-dilutive.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update ("ASU")
No. 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 the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. We 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.
Our management does not believe that there are any other recently issued, but
not yet effective, accounting pronouncements, if currently adopted, that would
have a material effect on our unaudited condensed financial statements.
Off-Balance
Sheet Arrangements
As of June 30, 2021 and December 31, 2020, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act will be allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, our unaudited condensed financial statements may
not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.

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Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (a) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the JOBS Act, (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (c) comply with any requirement that may be adopted by the Public Company Accounting and Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the unaudited condensed financial statements (auditor discussion and analysis) and (d) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our Chief Executive Officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the IPO Closing Date or until we are no longer an "emerging growth company," whichever is earlier.

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