Quantum-Si, a provider of next generation semiconductor chip-based proteomics, and HighCape Capital Acquisition Corp, a blank check company formed by HighCape Capital, have agreed to merge. When the deal closes, the newly combined company will trade on the NASDAQ under the ticker symbol “QSI.” The combined company is projected to have approximately $514 million in cash on the balance sheet after closing.
NEW YORK and GUILFORD, Conn., Feb. 18, 2021 (GLOBE NEWSWIRE) — Quantum-Si Incorporated (“Quantum-Si”, “QSi” or the “Company”), a pioneer in next generation semiconductor chip-based proteomics, and HighCape Capital Acquisition Corp. (Nasdaq: CAPA) (“HighCape”), a special purpose acquisition company sponsored by HighCape Capital LP, announced today that they have entered into a definitive business combination agreement. Upon completion of the transaction, the combined company’s Class A common stock is expected to be traded on The Nasdaq Stock Market (“Nasdaq”) under the symbol “QSI”.
Quantum-Si has created the first next-generation protein sequencing platform with the goal of revolutionizing the growing field of proteomics. Our unique semiconductor chip has the power to decode the molecules of life, starting with proteins, and holds the potential to expand the scale of the genomics and proteomics market beyond that of next-generation DNA sequencing.
QSi’s end-to-end solution, including Carbon and Platinum, which is on track to launch commercially in 2022 for research use, has the potential to significantly disrupt an existing addressable $21 billion market of pharmaceutical, academic research and drug discovery. The platform also may enable new diagnostic applications in healthcare.
“Quantum-Si’s business strategy aligns well with our investment philosophy. We have confidence that this highly passionate and experienced management team is well-positioned to deliver on its bold vision of revolutionizing the proteomics market,” said Kevin Rakin, Chief Executive Officer of HighCape Capital. “We look forward to supporting Quantum-Si and building a sustainable business that will be a disruptive force in the proteomics industry in the years to come.”
“I was lucky enough to be involved in the invention of next-generation DNA sequencing, so it’s fitting that my team will bring next-generation protein sequencing to the world. DNA sequencing changed medicine and research by revealing what could happen in the body; protein sequencing shows what is happening right now,” said Dr. Jonathan Rothberg, Founder of Quantum-Si. “We aim to continue to democratize medicine, by developing the field of proteomics to make a significant impact on drug discovery, academic research, and diagnostics.”
Key Transaction Terms
The transaction is expected to deliver up to $540 million of gross proceeds, including up to $115 million of cash held in HighCape’s trust account (assuming no redemptions are effected). The transaction is further supported by a $425 million PIPE at $10.00 per share, led by Foresite Capital Management, LLC, Eldridge, accounts advised by ARK Invest, Glenview Capital Management, LLC, and Redmile Group, LLC. The combined company is projected to have approximately $514 million in cash on the balance sheet after closing.
Assuming no public stockholders of HighCape exercise their redemption rights, ownership of the combined company immediately following the closing is expected to be comprised of current QSi equity holders (60.8%), HighCape stockholders (7.9%), HighCape’s sponsors and Foresite Capital Management, LLC (2.2%), and PIPE investors (29.1%). Upon the closing of the transaction, Dr. Jonathan Rothberg will become Executive Chairman and hold a controlling voting interest in the combined company through his holdings of 20x voting Class B common stock.
The transaction, which has been unanimously approved by the Boards of Directors of Quantum-Si and HighCape, is subject to approval by the Company’s stockholders, HighCape’s stockholders and other customary closing conditions. The proposed business combination is expected to be completed in the second quarter of 2021.
A more detailed description of the transaction terms and a copy of the business combination agreement will be included in a Current Report on Form 8-K to be filed by HighCape with the United States Securities and Exchange Commission (“SEC”). HighCape will file a registration statement (which will contain a joint proxy statement/prospectus) with the SEC in connection with the transaction.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is acting as legal advisor to Quantum-Si. J.P. Morgan Securities LLC is acting as lead placement agent and Cantor Fitzgerald & Co. is acting as co-placement agent for the PIPE. Mayer Brown is acting as legal counsel to the placement agents. White & Case LLP is acting as legal advisor and J.P. Morgan Securities LLC is acting as exclusive financial advisor to HighCape. Cantor Fitzgerald & Co. is acting as capital markets advisor and underwrote the IPO of HighCape in September, 2020.
A presentation made by the management teams of both Quantum-Si and HighCape regarding the transaction will be available on the websites of Quantum-Si at www.Quantum-Si.com/investors and HighCape at spac.highcape.com. HighCape will also file the presentation with the SEC in a Current Report on Form 8-K, which will be accessible at www.sec.gov.
Founded by Dr. Jonathan Rothberg in 2013, Quantum-Si is focused on revolutionizing the growing field of proteomics. The Company’s suite of technologies are powered by a first-of-its-kind semiconductor chip designed to sequence proteins, and digitize proteomic research in order to advance drug discovery and ultimately diagnostics beyond what has been possible with DNA sequencing.