As filed with the United States Securities and Exchange Commission on March 1, 2021.

Registration No: 333-     ​

452 Fifth Avenue, 21st Floor
New York, New York 10018
Telephone: (646) 793-3510

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Kevin Rakin
Chief Executive Officer
HighCape Capital Acquisition Corp.
452 Fifth Avenue, 21st Floor
New York, New York 10018
Telephone: (646) 793-3510

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14-1(d) (Cross-Border Third-Party Tender Offer) ☐

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

In addition, concurrently with the execution of the Business Combination Agreement, HighCape entered into subscription agreements (the “Subscription Agreements”), with certain affiliates of Foresite Capital Management, LLC (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B common stock are irrevocably forfeited by the Sponsor (as defined below) to HighCape for no consideration and automatically cancelled.

The total maximum number of shares of New Quantum-Si Class A common stock expected to be outstanding immediately following the Closing is approximately 115,540,189, assuming no redemptions, comprising (i) 58,260,189 shares of New Quantum-Si Class A common stock issued to Quantum-Si stockholders (other than certain holders of Quantum-Si Series A preferred stock) in the Merger, (ii) 42,500,000 shares of New Quantum-Si Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing, (iii) 696,250 shares of New Quantum-Si Class A common stock issued in connection with the Closing to the Foresite Funds pursuant to the Subscription Agreements; (iv) 2,583,750 shares New Quantum-Si Class A common stock, including 2,178,750 shares of New Quantum-Si Class A common stock issued to the initial stockholders holding the 2,178,750 shares of HighCape Class B common stock outstanding at the Effective Time, after reflecting the irrevocable forfeiture by the Sponsor to HighCape of 696,250 shares of HighCape Class B common stock for no consideration and automatic cancellation as of immediately prior to, and subject to the consummation of, the Closing, and 405,000 shares of Quantum-Si Class A common stock issued to the Sponsor holding 405,000 shares of HighCape Class A common stock; and (v) 11,500,000 shares of New Quantum-Si Class A common stock held by public stockholders holding shares of HighCape Class A common stock outstanding at the Effective Time, in each case based on an assumed Exchange Ratio of 0.8028 and an assumed Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021.

The total number of shares of New Quantum-Si Class B common stock expected to be issued at the Closing is approximately 20,070,000, based on an assumed Exchange Ratio of 0.8028 and an assumed Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021. Holders of shares of Quantum-Si capital stock are expected to hold, in the aggregate, approximately 57.8% of the issued and outstanding shares of New Quantum-Si common stock and approximately 89% of the combined voting power of New Quantum-Si immediately following the Closing, in each case assuming no redemptions, and Dr. Rothberg is expected to hold approximately 80.5% of the combined voting power of New Quantum-Si, in each case assuming no redemptions. Accordingly, immediately following the Closing, Dr. Rothberg and his permitted transferees will control New Quantum-Si and New Quantum-Si will be a controlled company within the meaning of the corporate governance standards of the Nasdaq Stock Market (“Nasdaq”). For a description of the exemptions from Nasdaq’s corporate governance standards that are available to controlled companies, please see the section titled “New Quantum-Si Management After the Business Combination — Controlled Company Exemption.”

HighCape’s units, Class A common stock and public warrants are publicly traded on the Nasdaq under the symbols “CAPAU,” “CAPA” and “CAPAW,” respectively. HighCape intends to apply to list the New Quantum-Si Class A common stock and public warrants on the Nasdaq under the symbols “QSI” and “QSIW,” respectively, upon the Closing. New Quantum-Si will not have units traded following the Closing.

HighCape will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. HighCape cannot complete the Business Combination unless HighCape’s stockholders consent to the approval of the Business Combination Agreement and the transactions contemplated thereby. HighCape is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

In connection with our initial public offering, HighCape Capital Acquisition LLC (the “Sponsor”) and our initial stockholders (consisting of David Colpman, Antony Loebel and Robert Taub) and our other directors and officers at the time of our initial public offering entered into a letter agreement to vote their shares in favor of the Business Combination Proposal (as defined herein) being presented at the Special Meeting, which is unanimously recommended by the HighCape Board. In addition, concurrently with the execution of the Business Combination Agreement, the Sponsor, David Colpman, Antony Loebel, Robert Taub, HighCape, Deerfield Partners, L.P., and Quantum-Si entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor, each other holder of HighCape Class B common stock and Deerfield Partners, L.P. have agreed to, among other things, vote in favor of the Transaction Proposals (including the Business Combination Proposal). The shares held by the Sponsor, our other initial stockholders, our other directors and officers and Deerfield Partners, L.P. that are obligated to vote in favor of the Business Combination represent approximately 27% of the voting power of HighCape. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 23.1% of the outstanding shares in order to approve the Business Combination.

Unless adjourned, the Special Meeting of the stockholders of HighCape will be held at      a.m., New York City time, on           , 2021, in virtual format.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about HighCape and New Quantum-Si and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the section titled “Risk Factors” for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing CAPA.info@investor.morrowsodali.com. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/highcape/sm2021.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

HIGHCAPE CAPITAL ACQUISITION CORP.

452 Fifth Avenue, 21st Floor
New York, NY 10018

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                 , 2021

TO THE STOCKHOLDERS OF HIGHCAPE CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of HighCape Capital Acquisition Corp., a Delaware corporation (“HighCape,” “we,” “us” or “our”), will be held at           a.m., New York City time, on           , 2021, in virtual format. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a)

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the business combination agreement, dated as of February 18, 2021 (as may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among HighCape, Tenet Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of HighCape (“Merger Sub”), and Quantum-Si Incorporated, a Delaware corporation (“Quantum-Si”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Quantum-Si (the “Merger”) with Quantum-Si surviving the Merger as a wholly owned subsidiary of HighCape (the transactions contemplated by the Business Combination Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);

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(b)

Proposal No. 2 — The Charter Amendment Proposal, including the Advisory Charter Amendment Proposals — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated certificate of incorporation of HighCape (the “Proposed Charter”), which will replace HighCape’s current amended and restated certificate of incorporation, dated September 3, 2020 (the “Current Charter”), and which will be in effect as of the Effective Time (we refer to such proposal as the “Charter Amendment Proposal”); and to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) as six separate sub-proposals (we refer to such proposals as the “Advisory Charter Amendment Proposals”);

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(i)

Advisory Charter Amendment Proposal A — Under the Proposed Charter, New Quantum-Si will be authorized to issue 628,000,000 shares of capital stock, consisting of (i) 600,000,000 shares of New Quantum-Si Class A common stock, par value $0.0001 per share, (ii) 27,000,000 shares of New Quantum-Si Class B common stock, par value $0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes HighCape to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of HighCape Class A common stock, par value $0.0001 per share, and 20,000,000 shares of HighCape Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of HighCape preferred stock, par value $0.0001 per share;

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(ii)

Advisory Charter Amendment Proposal B — Under the Proposed Charter, holders of shares of New Quantum-Si Class A common stock will be entitled to cast one vote per share of New Quantum-Si Class A common stock and holders of shares of New Quantum-Si Class B common stock will be entitled to cast 20 votes per share of New Quantum-Si Class B common stock on each matter properly submitted to New Quantum-Si’s stockholders entitled to vote, as opposed to the Current Charter, which provides that each share of HighCape Class A common stock and HighCape Class B common stock is entitled to one vote per share on each matter properly submitted to HighCape’s stockholders entitled to vote;

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(iii)

Advisory Charter Amendment Proposal C — Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New Quantum-Si may be taken by written consent until the time the issued and outstanding shares of New Quantum-Si Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Quantum-Si that would be entitled to vote for the election of directors, as opposed to the Current Charter, which does not permit holders of HighCape capital stock to take stockholder action by written consent other than with respect to the HighCape Class B common stock with respect to which action may be taken by written consent;

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(iv)

Advisory Charter Amendment Proposal D — Amendments to certain provisions of the Proposed Charter relating to the rights of New Quantum-Si Class A common stock and New Quantum-Si Class B common stock will require (i) so long as any shares of New Quantum-Si Class B common stock remain outstanding, the affirmative vote of the holders of at least two-thirds of the outstanding shares of New Quantum-Si Class B common stock, voting as a separate class, (ii) so long as any shares of New Quantum-Si Class A common stock remain outstanding, the affirmative vote of the holders of a majority of the outstanding shares of New Quantum-Si Class A common stock, voting as a separate class, and (iii) the affirmative vote of the holders of a majority of the voting power of the then outstanding capital stock of New Quantum-Si entitled to vote generally in the election of directors, voting together as a single class, as opposed to the Current Charter, which only requires such an amendment to be approved by stockholders in accordance with Delaware law (except that, prior to HighCape’s initial business combination, amendments to those provisions of the Current Charter relating to an initial business combination require the affirmative vote of the holders of at least 65% of shares of all then outstanding shares of HighCape Class A common stock and HighCape Class B common stock (collectively, “HighCape common stock”));

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(v)

Advisory Charter Amendment Proposal E — The New Quantum-Si Bylaws may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the board of directors of New Quantum-Si (the “New Quantum-Si Board”) present at any regular or special meeting of the New Quantum-Si Board at which a quorum is present or (y) (i) when the issued and outstanding shares of New Quantum-Si Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Quantum-Si that would be entitled to vote for the election of directors, the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock of New Quantum-Si that would be entitled to vote in the election of directors or, prior to such time, (ii) the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of New Quantum-Si that would be entitled to vote in the election of directors, as opposed to the Current Charter, which may be amended by the affirmative vote of a majority of the board of directors of HighCape (the “HighCape Board”) or by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of HighCape common stock entitled to vote generally in the election of directors, voting together as a single class;

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(vi)

Advisory Charter Amendment Proposal F — The Proposed Charter provides that the number of directors will be fixed and may be modified by the New Quantum-Si Board, provided that the number of directors cannot exceed a certain threshold without the affirmative vote of the holders of (x) at least two-thirds of the voting power of the shares of capital stock of New Quantum-Si that would be entitled to vote in the election of directors when the issued and outstanding shares of New Quantum-Si Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Quantum-Si that would be entitled to vote for the election of directors, or, prior to such time, (y) a majority of the voting power of the outstanding shares of capital stock of New Quantum-Si that would be entitled to vote in the election of directors, as opposed to the Current Charter, which provides that the number of directors will be determined by the HighCape Board.

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(vii)

Advisory Charter Amendment Proposal G — The Proposed Charter provides that the New Quantum-Si Board is not classified, and that the New Quantum-Si directors shall serve for a term of one year, expiring at the next annual meeting of stockholders of New Quantum-Si, as opposed to the Current Charter, which provides that the HighCape is divided into three classes, with each class elected for staggered three year terms.

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(viii)

Advisory Charter Amendment Proposal H — The Proposed Charter provides that any or all directors of New Quantum-Si may be removed from office at any time with or without cause and for any or no reason only with and immediately upon the vote, (i)  on or after date time that the outstanding shares of New Quantum-Si Class B common stock represents less than 50% of the voting power of the shares of capital stock of New Quantum-Si then outstanding and entitled to vote in the election of directors, by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the capital stock of New Quantum-Si or, prior to such time, (ii) by the affirmative vote of the holders of a majority of the voting power of the capital stock of New Quantum-Si then outstanding and entitled to vote in the election of directors, as opposed to the Current Charter, which provides that directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of HighCape entitled to vote generally in the election of directors, voting together as a single class. Additionally, newly-created directorships resulting from an increase in the number of directors and any vacancies on the New Quantum-Si Board may be filled by either the directors of the New Quantum-Si Board or the New Quantum-Si stockholders as set forth in the Proposed Charter.

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(ix)

Advisory Charter Amendment Proposal I — The Proposed Charter provides that New Quantum-Si renounces a corporate opportunity that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any non-employee director of New Quantum-Si, unless such opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of such person expressly and solely in his or her capacity as a director of New Quantum-Si.

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(c)

Proposal No. 3 — The Nasdaq Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), the issuance of (i) 42,500,000 shares of HighCape Class A common stock to certain institutional investors and accredited investors (the “PIPE Investors”) pursuant to subscription agreements (the “PIPE Investor Subscription Agreements”) immediately prior to the Closing, plus any additional shares pursuant to PIPE Investor Subscription Agreements we may enter into prior to the Closing, (ii) 696,250 shares of HighCape Class A common stock to certain affiliates of Foresite Capital Management, LLC (the “Foresite Funds”) pursuant to subscription agreements (the “Subscription Agreements”) immediately prior to the Closing, and (iii) an aggregate of 78,330,189 shares of New Quantum-Si capital stock to existing Quantum-Si stockholders pursuant to the terms of the Business Combination Agreement, in each case assuming an Exchange Ratio of 0.8028 and a Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021 (we refer to this proposal as the “Nasdaq Proposal”);

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(d)

Proposal No. 4 — The Director Election Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, and the Nasdaq Proposal are approved and adopted, the election of seven (7) directors who, effective immediately after the Effective Time, will become the directors of New Quantum-Si until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter (we refer to this proposal as the “Director Election Proposal”);

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(e)

Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal and the Director Election Proposal are approved and adopted, the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “New Quantum-Si Equity Incentive Plan”), a copy of

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which is attached to this proxy statement/prospectus as Annex D, including the authorization of the initial share reserve under the New Quantum-Si Equity Incentive Plan (the “Equity Incentive Plan Proposal”), including with respect to the number of shares that may be issued pursuant to the exercise of incentive stock options granted;

(f)

Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, and the Equity Incentive Plan Proposal (collectively, the “Required Transaction Proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal” and the Director Election Proposal and the Adjournment Proposal, collectively with the Required Transaction Proposals, the “Transaction Proposals”).

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Only holders of record of HighCape common stock at the close of business on           , 2021, are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment or postponement of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section titled “Risk Factors.”

After careful consideration, the HighCape Board has determined that each of the Business Combination Proposal, the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal are in the best interests of HighCape and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of HighCape’s directors or officers may result in a conflict of interest on the part of one or more of the directors or officers between what they may believe is in the best interests of HighCape and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section titled “The Business Combination Proposal — Interests of HighCape’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Business Combination Agreement, the approval of the Required Transaction Proposals presented at the Special Meeting is a condition to the Closing. The adoption of each Required Transaction Proposal is conditioned on the approval of all of the Required Transaction Proposals. If our stockholders do not approve each of the Required Transaction Proposals, the Business Combination may not be consummated. The Director Election Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal.

In connection with our initial public offering, HighCape Capital Acquisition LLC, a Delaware limited liability company (our “Sponsor”), and our initial stockholders and directors and officers at the time of our initial public offering, entered into a letter agreement to vote their shares of HighCape Class B common stock purchased prior to our initial public offering (the “founder shares”), as well as any shares of HighCape Class A common stock sold as part of the units by us in our initial public offering (the “public shares”) purchased by them during or after our initial public offering, in favor of the Business Combination Proposal being presented at the Special Meeting, all of which are unanimously recommended by the HighCape Board. In addition, concurrently with the execution of the Business Combination Agreement, the Sponsor, David Colpman, Antony Loebel, Robert Taub, HighCape, Deerfield Partners, L.P., and Quantum-Si entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor, each other holder of HighCape Class B common stock and Deerfield Partners, L.P. have agreed to, among other things, vote in favor of the Transaction Proposals (including the Business Combination Proposal). The

 

 

shares held by the Sponsor, our other initial stockholders, our other directors and officers and Deerfield Partners, L.P. that are obligated to vote in favor of the Business Combination, represent approximately 27% of the voting power of HighCape.

Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that HighCape redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

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(ii)

prior to                 , New York City time, on           , 2021, (a) submit a written request, including the legal name, telephone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, HighCape’s transfer agent (the “Transfer Agent”), that HighCape redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”).

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Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the consummation of the Business Combination (the “Closing”). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that HighCape instruct the Transfer Agent to return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/​prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

As a consequence of adopting the Proposed Charter upon approval of the Charter Amendment Proposal, we will adopt a dual class stock structure, comprised of Class A common stock, which will carry one vote per share, and Class B common stock, which will carry 20 votes per share. The Class B common stock of New Quantum-Si will have the same economic terms as the Class A common stock of New Quantum-Si.

 

 

Upon the Closing, all stockholders of New Quantum-Si will hold only shares of New Quantum-Si Class A common stock, except for Jonathan Rothberg, Ph.D. and his affiliates and permitted transferees, who will hold shares of New Quantum-Si Class B common stock. Immediately following the Closing, including by virtue of his holdings of New Quantum-Si Class B common stock, Dr. Rothberg and his affiliates and permitted transferees are currently expected to hold in excess of approximately 80.5% of the voting power of the issued and outstanding capital stock of New Quantum-Si, assuming no redemptions. The New Quantum-Si Class B common stock will be subject to a “sunset” provision if Dr. Rothberg and other permitted holders of New Quantum-Si Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Quantum-Si Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New Quantum-Si Class B common stock) collectively held by Dr. Rothberg and permitted transferees of New Quantum-Si Class B common stock as of the Effective Time. See “Description of New Quantum-Si Securities — New Quantum-Si Common Stock — Class B Common Stock — Mandatory Conversion Rights.”

Concurrently with the execution of the Business Combination Agreement, HighCape entered into the PIPE Investor Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”).

In addition, concurrently with the execution of the Business Combination Agreement, HighCape entered into the Subscription Agreements with the Foresite Funds, pursuant to which the Foresite Funds have agreed to purchase, immediately prior to the Closing, an aggregate of 696,250 shares of HighCape Class A common stock at a purchase price of $0.001 per share after a corresponding number of shares of HighCape Class B common stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled.

The total maximum number of shares of New Quantum-Si Class A common stock expected to be outstanding immediately following the Closing is approximately 115,540,189, assuming no redemptions, comprising (i) 58,260,189 shares of New Quantum-Si Class A common stock issued to Quantum-Si stockholders (other than certain holders of Quantum-Si Series A preferred stock) in the Merger, (ii) 42,500,000 shares of New Quantum-Si Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing, (iii) 696,250 shares of New Quantum-Si Class A common stock issued in connection with the Closing to the Foresite Funds pursuant to the Subscription Agreements; (iii) 2,583,750 shares New Quantum-Si Class A common stock, including 2,178,750 shares of New Quantum-Si Class A common stock issued to the initial stockholders holding the 2,178,750 shares of HighCape Class B common stock outstanding at the Effective Time, after reflecting the irrevocable forfeiture by the Sponsor to HighCape of 696,250 shares of HighCape Class B common stock for no consideration and automatic cancellation as of immediately prior to, and subject to the consummation of, the Closing, and 405,000 shares of Quantum-Si Class A common stock issued to the Sponsor holding 405,000 shares of HighCape Class A common stock; and (v) 11,500,000 shares of New Quantum-Si Class A common stock held by public stockholders holding shares of HighCape Class A common stock outstanding at the Effective Time, in each case based on an assumed Exchange Ratio of 0.8028 and an assumed Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021.

All HighCape stockholders are cordially invited to attend the Special Meeting, which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of HighCape Class A common stock or HighCape Class B common stock, you may also cast your vote at the Special Meeting electronically by visiting https://www.cstproxy.com/highcape/sm2021. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Charter Amendment Proposal requires the affirmative vote of the holders of (i) at least a majority of the outstanding shares of HighCape Class B common stock, voting separately as a single class, and (ii) a majority of the outstanding shares of HighCape common stock entitled to vote thereon, voting together as a single class. Accordingly, if you do not vote or do not instruct your broker or bank how to

 

 

vote, it will have the same effect as a vote against the Charter Amendment Proposal. With the exception of the Director Election Proposal, the approval of each of the other proposals requires the affirmative vote of a majority of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the Business Combination Proposal or the Adjournment Proposal. The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/​prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali, our proxy solicitor (“Morrow”), by calling toll-free at (800) 662-5200. Banks and brokers can call collect at (203) 658-9400, or by emailing CAPA.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/highcape/sm2021.

Thank you for your participation. We look forward to your continued support.

        , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF HIGHCAPE CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF HIGHCAPE CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, TELEPHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF HIGHCAPE CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

 

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by HighCape, constitutes a prospectus of HighCape under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of HighCape to be issued to Quantum-Si’s stockholders under the Business Combination Agreement. This document also constitutes a proxy statement of HighCape under Section 14(a) of the Exchange Act.

You should rely only on the information contained or incorporated by reference into this proxy statement/​prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/​prospectus to HighCape stockholders nor the issuance by HighCape of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding HighCape has been provided by HighCape and information contained in this proxy statement/prospectus regarding Quantum-Si has been provided by Quantum-Si.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to or from whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes market and industry data and forecasts that Quantum-Si has derived from publicly available information, various industry publications, other published industry sources and internal data and estimates. Industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which Quantum-Si plans to operate and Quantum-Si’s and its management’s understanding of industry conditions. Although Quantum-Si believes that such information is reliable, Quantum-Si has not had this information verified by any independent sources. Any estimates underlying such market-derived information and other factors could cause actual results to differ materially from those expressed in the independent parties’ estimates and in our estimates.

 

 

 

 

ii

 

 

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “HighCape” refer to HighCape Capital Acquisition Corp., and the terms “New Quantum-Si,” “combined company” and “post-combination company” refer to Quantum-Si Incorporated following the consummation of the Business Combination.

In this document:

“Aggregate Transaction Proceeds” means an amount equal to the sum of (i) the aggregate cash proceeds available for release to any HighCape Party from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after giving effect to any redemptions of public shares, if any) and (ii) the aggregate cash proceeds actually received by HighCape with respect to the PIPE Financing.

“Aggregate Transaction Proceeds Condition” means the minimum aggregate cash amount that HighCape must have available from the Aggregate Transaction Proceeds, which amount will not be less than $160 million.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the merger of Merger Sub with and into Quantum-Si, pursuant to which (i) Quantum-Si survives the Merger as a wholly owned subsidiary of New Quantum-Si, (i) each share of Quantum-Si capital stock (other than the Quantum-Si Series A preferred stock and any shares of Quantum-Si capital stock held prior to the Effective Time as treasury stock) that is issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive a number of shares of New Quantum-Si Class A common stock equal to the Exchange Ratio, rounded down to the nearest whole number of shares; (ii) each share of Quantum-Si Series A preferred stock that is issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive a number of shares of New Quantum-Si Class B common stock equal to the Exchange Ratio, rounded down to the nearest whole number of shares; (iii) each option to purchase shares of Quantum-Si common stock, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time will be assumed by New Quantum-Si and will become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-Si Class A common stock equal to the number of shares of Quantum-Si common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, at an exercise price per share equal to the exercise price per share of such option immediately prior the Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent; and (iv) each Quantum-Si restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-Si and will become a restricted stock unit with respect to a number of shares of New Quantum-Si Class A common stock equal to the number of shares of Quantum-Si common stock subject to such Quantum-Si restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share. In addition, each share of HighCape Class B common stock that is issued and outstanding as of immediately prior to the Effective Time will be converted, on a one-for-one basis, into a share of New Quantum-Si Class A common stock. The Business Combination will have no effect on HighCape Class A common stock that is issued and outstanding as of immediately prior to the Effective Time, which will continue to remain outstanding.

“Business Combination Agreement” means that Business Combination Agreement, dated as of February 18, 2021, by and among HighCape, Merger Sub and Quantum-Si.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the closing date of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Current Charter” means HighCape’s Amended and Restated Certificate of Incorporation, dated September 3, 2020.

“DGCL” means the General Corporation Law of the State of Delaware.

 

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“DTC” means The Depository Trust Company.

“Effective Time” means, with respect to the Merger, the time on the Closing Date at which the Merger becomes effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient resulting by dividing (i) the quotient of (x) $810,000,000 plus the excess of Quantum-Si cash over Quantum-Si debt as of immediately prior to the Effective Time plus the excess of certain HighCape expenses in connection with the Business Combination over $8,025,000 divided by (y) the number of issued and outstanding shares of Quantum-Si as of immediately prior to the Effective Time plus the number of issued vested Quantum-Si options at such time (where such number of vested options is calculated on net basis), by (ii) $10.00.

“Executive Chairman Agreement” means the Executive Chairman Agreement, to be entered into by and between New Quantum-Si and Jonathan M. Rothberg, Ph.D., effective as of the Closing.

“FASB” means the Financial Accounting Standards Board.

“Foresite Capital” means Foresite Capital Management, LLC.

“Foresite Funds” means certain affiliates of Foresite Capital Management, LLC that have agreed to purchase an aggregate of 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 pursuant to the Subscription Agreements after a corresponding number of shares of HighCape Class B common stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled.

“Founder shares” means the aggregate of 2,875,000 shares of HighCape Class B common stock held by our initial stockholders.

“GAAP” means United States generally accepted accounting principles.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Initial stockholders” means the Sponsor, David Colpman, Antony Loebel and Robert Taub.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Initial public offering” means HighCape’s initial public offering, consummated on September 9, 2020, through the sale of an aggregate of 11,500,000 units at $10.00 per unit, including the issuance of 1,500,000 units as a result of the underwriter’s exercise of its over-allotment in full.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“HighCape” means HighCape Capital Acquisition Corp., a Delaware corporation (which, as a consequence of the adoption of the Proposed Charter, will be renamed Quantum-Si Incorporated).

“HighCape Board” means the board of directors of HighCape.

“HighCape Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of HighCape.

“HighCape Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of HighCape.

“HighCape common stock” means, collectively, the HighCape Class A common stock and the HighCape Class B common stock.

“HighCape Parties” means, together, HighCape and Merger Sub.

“Merger” means the merger of Merger Sub with and into Quantum-Si.

“Merger Sub” means Tenet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HighCape.

 

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“Morrow” means Morrow Sodali LLC, proxy solicitor to HighCape.

“Nasdaq” means The Nasdaq Stock Market.

“New Quantum-Si” means Quantum-Si Incorporated, a Delaware corporation (which, prior to the Closing, is known as HighCape Capital Acquisition Corp. (“HighCape”)).

“New Quantum-Si Board” means the board of directors of New Quantum-Si.

“New Quantum-Si Bylaws” means the bylaws of New Quantum-Si to be adopted pursuant to the Business Combination Agreement.

“New Quantum-Si Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of New Quantum-Si, which shares have the same economic terms as the shares of New Quantum-Si Class B common stock, but are only entitled to one (1) vote per share.

“New Quantum-Si Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of New Quantum-Si, which shares have the same economic terms as the shares of New Quantum-Si Class A common stock, but are entitled to twenty (20) votes per share.

“New Quantum-Si common stock” means, collectively, the New Quantum-Si Class A common stock and the New Quantum-Si Class B common stock.

“New Quantum-Si Equity Incentive Plan” means the Quantum-Si Incorporated 2021 Equity Incentive Plan, to be approved and adopted by the HighCape stockholders pursuant to the Equity Incentive Plan Proposal at the Special Meeting.

“New Quantum-Si Management” means the management of New Quantum-Si following the Closing.

“PIPE Financing” means the issuance of an aggregate of 42,500,000 shares of HighCape Class A common stock pursuant to the PIPE Investor Subscription Agreements to the PIPE Investors immediately prior to the Closing, at a purchase price of $10.00 per share.

“PIPE Investors” means the certain institutional and accredited investors who are party to the PIPE Investor Subscription Agreements.

“Private placement units” means the 405,000 units issued to our Sponsor concurrently with HighCape’s initial public offering, each of which is comprised of one share of HighCape Class A common stock, par value $0.0001 per share, and one-third of one warrant.

“Proposed Charter” means the proposed amended and restated certificate of incorporation to be adopted by HighCape pursuant to the Charter Amendment Proposal (which, as of and after the Effective Time, will operate as the amended and restated certificate of incorporation of New Quantum-Si), a copy of which is attached as Annex B to this proxy statement/prospectus.

“Public shares” means shares of HighCape Class A common stock included in the units issued in HighCape’s initial public offering.

“Public stockholders” means the holders of public shares.

“Public warrants” means the warrants included in the units issued in the initial public offering, each of which is exercisable for one share of HighCape Class A common stock, in accordance with its terms.

“Quantum-Si” means Quantum-Si Incorporated, a Delaware corporation.

“Quantum-Si 2013 Equity Incentive Plan” means Quantum-Si’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended.

“Quantum-Si Board” means the board of directors of Quantum-Si.

“Quantum-Si capital stock” means the shares of Quantum-Si capital stock outstanding prior to the Business Combination, comprised of the Quantum-Si common stock, the Quantum-Si Series A preferred stock, the Quantum-Si Series B preferred stock, the Quantum-Si Series C preferred stock, the Quantum-Si

 

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Series D preferred stock, the Quantum-Si Series E preferred stock and each other class or series of capital stock of Quantum-Si (including preferred stock).

“Quantum-Si common stock” means the common stock, par value $0.0001 per share, of Quantum-Si.

“Quantum-Si preferred stock” means the preferred stock, par value $0.0001 per share, of Quantum-Si.

“Quantum-Si option” means each option to purchase shares of Quantum-Si common stock granted to a Quantum-Si employee, director or consultant.

“Quantum-Si stockholder” means each holder of Quantum-Si capital stock as of any determination time prior to the Effective Time.

“Quantum-Si Transaction Support Agreement” means the Transaction Support Agreement, dated as of February 19, 2021, by and among HighCape, Jonathan M. Rothberg, Ph.D. and certain Quantum-Si stockholders affiliated with Dr. Rothberg.

“Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into as of the Closing by and among New Quantum-Si, the Sponsor, certain affiliates of the Sponsor, and certain stockholders of Quantum-Si.

“Required Transaction Proposals” mean, collectively, the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, and the Equity Incentive Plan Proposal.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means HighCape Capital Acquisition LLC, a Delaware limited liability company.

“Special Meeting” means the special meeting of the HighCape stockholders to consider matters relating to the Business Combination, to be held at     a.m., New York City time, on           , 2021, in virtual format.

“PIPE Investor Subscription Agreements” means the subscription agreements, each dated as of February 18, 2021, by and between HighCape and the PIPE Investors, pursuant to which HighCape has agreed to issue an aggregate of 42,500,000 shares of HighCape Class A common stock to the PIPE Investors immediately prior to the Closing at a purchase price of $10.00 per share.

“Surviving Company” means the surviving corporation, New Quantum-Si, resulting from the Merger.

“Termination Date” means August 17, 2021.

“Transactions” means the Business Combination, as well as (i) the issuance of 42,500,000 shares of HighCape Class A common stock to the PIPE Investors pursuant to the PIPE Financing immediately prior to the Closing, (ii) the issuance of 696,250 shares of HighCape Class A common stock to the Foresite Funds pursuant to the Subscription Agreements immediately prior to the Closing and (iii) the filing and effectiveness of the Proposed Charter.

“Transaction Proposals” mean, collectively with the Required Transaction Proposals, the Director Election Proposal and the Adjournment Proposal.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the Trust Account of HighCape that holds the proceeds from HighCape’s initial public offering and the private placement of the private placement warrants.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of September 3, 2020, between HighCape and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“Units” means the units of HighCape, each consisting of one share of HighCape Class A common stock and one-third (1/3) of one public warrant of HighCape.

 

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•

the size and growth potential of the markets for Quantum-Si’s and New Quantum-Si’s products, and the ability of each to serve those markets once commercialized, either alone or in partnership with others;

​

•

Quantum-Si’s and New Quantum-Si’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

​

•

Quantum-Si’s and New Quantum-Si’s financial performance;

​

•

the impact of the COVID-19 pandemic on Quantum-Si’s and New Quantum-Si’s business, including on the ability of HighCape and Quantum-Si to consummate the Business Combination; and

​

•

other factors detailed under the section titled “Risk Factors.”

​

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of HighCape and Quantum-Si prior to the Business Combination, and New Quantum-Si following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can HighCape or Quantum-Si assess the impact of all such risk factors on the business of HighCape and Quantum-Si prior to the Business Combination, and New Quantum-Si following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to HighCape or Quantum-Si or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. HighCape and Quantum-Si prior to the Business Combination, and New Quantum-Si following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. HighCape urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote.

Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

HighCape is proposing to consummate the Business Combination with Quantum-Si. HighCape, Merger Sub and Quantum-Si have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached hereto as Annex A. HighCape urges its stockholders to read the Business Combination Agreement in its entirety.

​

The Business Combination Agreement must be approved by the HighCape stockholders in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the Current Charter. HighCape is holding a Special Meeting to obtain that approval. HighCape stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Business Combination Agreement and thereby approve the Business Combination.

THE VOTE OF HIGHCAPE STOCKHOLDERS IS IMPORTANT. HIGHCAPE STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:

Why is HighCape proposing the Business Combination?

​

A:

HighCape was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination.

​

Based on its due diligence investigations of Quantum-Si and the industries in which it plans to operate, including the financial and other information provided by Quantum-Si in the course of HighCape’s due diligence investigations, the HighCape Board believes that the Business Combination with Quantum-Si is in the best interests of HighCape and its stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

Although the HighCape Board believes that the Business Combination with Quantum-Si presents a unique business combination opportunity and is in the best interests of HighCape and its stockholders, the HighCape Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — HighCape’s Board of Directors’ Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the HighCape Board in making its decision.

Q:

When and where will the Special Meeting take place?

​

A:

The Special Meeting will be a virtual meeting held on                 , 2021, at           a.m. New York time, conducted exclusively via live webcast at the following address:                 , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. A HighCape stockholder of record may attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting, and submit questions during the Special Meeting by visiting https://www.cstproxy.com/highcape/sm2021 and entering the 16-digit control number included on the proxy card the stockholder received or obtained through the Transfer Agent or instructions that accompanied their proxy materials, if applicable, by obtaining a proxy form from

​

 

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their broker, bank or other nominee. The Special Meeting webcast will begin promptly at           a.m., New York City time. HighCape stockholders are encouraged to access the Special Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Q:

What matters will be considered at the Special Meeting?

​

A:

The HighCape stockholders will be asked to consider and vote on the following proposals:

​

•

The Business Combination Proposal, which is a proposal to approve the Business Combination Agreement and approve the Business Combination;

​

•

the Charter Amendment Proposal, which is a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter, which will replace the Current Charter, including the proposals to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “Advisory Charter Amendment Proposals”);

​

•

The Nasdaq Proposal, which is a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (i) 42,500,000 shares of HighCape Class A common stock to the PIPE Investors in the PIPE Financing, plus any additional shares pursuant to PIPE Investor Subscription Agreements we may enter into prior to Closing, (ii) 696,250 shares of New Quantum-Si Class A common stock issued in connection with the Closing to the Foresite Funds pursuant to the Subscription Agreements; and (iii) 78,330,189 shares of New Quantum-Si common stock pursuant to the terms of the Business Combination Agreement, in each case assuming an Exchange Ratio of 0.8028 and a Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021;

​

•

The Director Election Proposal, which is a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal and the Equity Incentive Plan Proposal are approved and adopted, the election of seven (7) directors who, immediately after the Effective Time, will become the directors of New Quantum-Si until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter;

​

•

The Equity Incentive Plan Proposal, which is a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal and the Nasdaq Proposal are approved and adopted, the New Quantum-Si Equity Incentive Plan; and

​

•

The Adjournment Proposal, which is a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Required Transaction Proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.

​

Q:

Is my vote important?

​

A:

Yes. The Business Combination cannot be completed unless the Business Combination Proposal receives the affirmative vote of a majority of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon and the other Required Transaction Proposals achieve the necessary vote outlined below. Only HighCape stockholders as of the close of business on           , 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The HighCape Board unanimously recommends that such HighCape stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Amendment Proposal, including, on an advisory basis, the Advisory Charter Amendment Proposals, “FOR” the approval of the Nasdaq Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal.

​

 

9

 

Q:

If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

​

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. You must register in advance to participate in the Special Meeting and vote electronically. To register in advance you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy, along with your email address, to the Transfer Agent. Requests for registration should be directed to the Transfer Agent by email at no later than           p.m. New York City time, on                 , 2021. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after the Transfer Agent receives your registration materials. As the beneficial holder, you also have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

​

Q:

What HighCape stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

​

A:

The Business Combination Proposal.   Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. In connection with our initial public offering, our Sponsor and our initial stockholders and our other directors and officers at the time of our initial public offering entered into a letter agreement to vote their founder shares and any public shares acquired by them during or after the initial public offering in favor of the Business Combination Proposal being presented at the Special Meeting, which was unanimously recommended by the HighCape Board. In addition, concurrently with the execution of the Business Combination Agreement, the Sponsor, David Colpman, Antony Loebel, Robert Taub, HighCape, Deerfield Partners, L.P., and Quantum-Si entered into the Sponsor Letter Agreement, pursuant to which the Sponsor, each other holder of HighCape Class B common stock and Deerfield Partners, L.P. have agreed to, among other things, vote in favor of the Transaction Proposals (including the Business Combination Proposal). The shares held by our Sponsor, our other initial stockholders, our other directors and officers and Deerfield Partners, L.P. that are obligated to vote in favor of the Business Combination represent approximately 27% of the voting power of HighCape. Because the Business Combination only requires the affirmative vote of a majority of the votes cast at the Special Meeting in order to be approved and because a quorum will exist at the Special Meeting if the holders of shares of outstanding capital stock of HighCape representing a majority of the voting power of all outstanding shares of capital stock of HighCape entitled to vote at the Special Meeting as of the record date are present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting, the Business Combination could be approved by the additional affirmative vote of shares representing as little as 23.1% of the outstanding shares. Abstentions and broker non-votes have no effect on the outcome of the proposal.

​

The Charter Amendment Proposal.   Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of (i) at least a majority of the outstanding shares of HighCape Class B common stock, voting separately as a single class, and (ii) a majority of the outstanding shares of HighCape common stock entitled to vote thereon, voting together as a single class. Abstentions and broker non-votes will be treated as votes against this proposal.

 

10

 

The Advisory Charter Amendment Proposals.   Approval of each of the Advisory Charter Amendment Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Nasdaq Proposal.   Approval of the Nasdaq Proposal requires the affirmative vote of a majority of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Director Election Proposal.   The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a failure to submit a vote or a broker non-vote) will not be counted in the nominee’s favor and will have no effect on the Director Election Proposal.

The Equity Incentive Plan Proposal.   Approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Adjournment Proposal.   Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by HighCape stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

Q:

What will Quantum-Si’s equity holders receive in connection with the Business Combination?

​

A:

As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-Si capital stock (other than the Quantum-Si Series A preferred stock and any shares of Quantum-Si capital stock held prior to the Effective Time as treasury stock) that is issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive a number of shares of New Quantum-Si Class A common stock equal to the Exchange Ratio, rounded down to the nearest whole number of shares; (ii) each share of Quantum-Si Series A preferred stock that is issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive a number of shares of New Quantum-Si Class B common stock equal to the Exchange Ratio, rounded down to the nearest whole number of shares; (iii) each option to purchase shares of Quantum-Si common stock, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time will be assumed by New Quantum-Si and will become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-Si Class A common stock equal to the number of shares of Quantum-Si common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, at an exercise price per share equal to the exercise price per share of such option immediately prior the Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent; and (iv) each Quantum-Si restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-Si and will become a restricted stock unit with respect to a number of shares of New Quantum-Si Class A common stock equal to the number of shares of Quantum-Si common stock subject to such Quantum-Si restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share. “Exchange Ratio” means the quotient resulting by dividing (i) the quotient of (x) $810,000,000 plus the excess of Quantum-Si cash over Quantum-Si debt as of immediately prior to the Effective Time plus the excess of certain HighCape expenses in connection with the Business Combination over $8,025,000 divided by (y) the number of issued and outstanding shares of Quantum-Si

​

 

11

 

as of immediately prior to the Effective Time plus the number of issued vested Quantum-Si options at such time (where such number of vested options is calculated on net basis), by (ii) $10.00.

New Quantum-Si Class B common stock will have the same economic terms as New Quantum-Si Class A common stock, but New Quantum-Si Class B common stock will have twenty (20) votes per share. The New Quantum-Si Class B common stock will be subject to a “sunset” provision if Dr. Rothberg and other permitted holders of New Quantum-Si Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Quantum-Si Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New Quantum-Si Class B common stock) collectively held by Dr. Rothberg and permitted transferees of New Quantum-Si Class B common stock as of the Effective Time.

Q:

What equity stake will current HighCape stockholders and Quantum-Si stockholders hold in New Quantum-Si immediately after the consummation of the Business Combination?

​

A:

Set forth below is a table showing the anticipated ownership interest in New Quantum-Si upon completion of the Business Combination, based on an assumed Exchange Ratio of 0.8028 and an assumed Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021. The actual exchange ratio will be affected by the amount of cash and debt of Quantum-Si, any exercises of Quantum-Si stock options, and the redemptions, if any, of the public shares of HighCape immediately prior to the Effective Time.

​

(1)

Assumes that all holders of public shares exercise their redemption rights in connection with the Business Combination, except for Deerfield Partners, L.P., which has agreed to not redeem 1,000,000 public shares in connection with the Business Combination pursuant to the Sponsor Letter Agreement.

​

(2)

Reflects the irrevocable forfeiture of 696,250 shares of HighCape Class B common stock to be irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled.

​

The ownership percentages set forth above are not indicative of voting percentages and do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing the later of 30 days after the Closing of the Business Combination and 12 months from the closing of our initial public offering, which occurred on September 9, 2020) or (b) the issuance of any shares upon completion of the Business Combination under the New Quantum-Si Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D. If the actual facts are different than the assumptions set forth above, the percentage ownership numbers set forth above will be different.

For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

In addition, there are currently outstanding an aggregate of 3,968,333 warrants to acquire shares of HighCape Class A common stock, which comprise 135,000 private placement warrants held by our

 

12

 

initial stockholders and 3,833,333 public warrants. Each of our outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on September 9, 2020, for one share of Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New Quantum-Si Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised for cash and one share of New Quantum-Si Class A common stock is issued as a result of such exercise, with payment to New Quantum-Si of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 3,968,333 shares, with approximately $45.6 million paid to exercise the warrants.

Furthermore, as a result of adopting the Proposed Charter, we will adopt a dual class stock structure and Dr. Rothberg will receive shares of New Quantum-Si Class B common stock, which will have 20 to 1 voting rights as compared to the shares of New Quantum-Si Class A common stock, such that as of immediately following the completion of the Business Combination, Dr. Rothberg will have over 80.5% of the voting power of the issued and outstanding capital stock of New Quantum-Si, based on an assumed Exchange Ratio of 0.8028 and an assumed Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021. Thus, Dr. Rothberg will control New Quantum-Si.

Q:

What voting power will current HighCape stockholders, Dr. Rothberg and other Quantum-Si stockholders hold in New Quantum-Si immediately after the consummation of the Business Combination?

​

A:

It is anticipated that, upon completion of the Business Combination, based on an assumed Exchange Ratio of 0.8028 and an assumed Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021, the voting power in New Quantum-Si will be as set forth in the table below (which was, except as noted below, prepared using the same assumptions as the immediately preceding table):

​

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

​

A:

A total of $115,000,000, including approximately $4,025,000 of underwriters’ deferred discount and approximately $2,300,000 of the proceeds of the sale of the private placement warrants, was placed in the Trust Account and is maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of the date of this proxy statement/prospectus, there were investments and cash held in the Trust Account of approximately $115,002,151. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by September 9, 2022, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes. Upon the Closing of the Business Combination, the funds remaining in the Trust Account will be released and, together with the proceeds of the PIPE Financing and the PIPE Investor Subscription Agreements, if any, will remain on the balance sheet of New Quantum-Si.

​

 

13

 

Q:

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

​

A:

HighCape stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the Business Combination is conditioned upon, among other things, HighCape having an aggregate cash amount of at least $160 million available at Closing from the Trust Account, together with the aggregate cash proceeds actually received by HighCape with respect to the PIPE Financing (the “Aggregate Transaction Proceeds,” and such condition to the consummation of the Business Combination, the “Aggregate Transaction Proceeds Condition” ​(though this condition may be waived by Quantum-Si)). In addition, with fewer public shares and public stockholders, the trading market for New Quantum-Si Class A common stock may be less liquid than the trading market for HighCape Class A common stock was prior to consummation of the Business Combination and New Quantum-Si may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Quantum-Si’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which HighCape’s public stockholders exercise the maximum allowed redemption rights.

​

Q:

What amendments will be made to the Current Charter?

​

A:

We are asking HighCape stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the HighCape Board believes are necessary to address the needs of the post-combination company, including, among other things: (i) the change of HighCape’s name to “Quantum-Si Incorporated”; (ii) the increase of the total number of authorized shares of all classes of capital stock, par value of $0.0001 per share, from 401,000,000 shares to 628,000,000 shares, consisting of 627,000,000 shares of common stock, including 600,000,000 shares of Class A common stock, par value $0.0001 per share, 27,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share; (iii) the establishment of 20:1 voting rights with respect to shares of New Quantum-Si Class B common stock, as described herein and in the Proposed Charter; (iv) providing that stockholders have the ability to act by written consent but eliminating stockholders’ ability to act by written consent in lieu of a meeting in the event that Dr. Rothberg and permitted transferees of Class B common stock beneficially own less than 50% of the voting power of the capital stock of New Quantum-Si that would be entitled to vote for the election of directors; (v) changes to the required vote to amend the charter and bylaws; and (vi) the elimination of certain provisions specific to HighCape’s status as a blank check company.

​

Pursuant to Delaware law and the Current Charter, HighCape is required to submit the Charter Amendment Proposal to HighCape’s stockholders for approval. For additional information, see the section titled “The Charter Amendment Proposal.”

Q:

What material negative factors did the HighCape Board consider in connection with the Business Combination?

​

A:

Although the HighCape Board believes that the acquisition of Quantum-Si will provide HighCape’s stockholders with an opportunity to participate in a business combination with Quantum-Si, an innovative life sciences company with the mission of transforming single molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell, the HighCape Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that Quantum-Si would not be able to achieve its commercial launch or growth projections, that HighCape stockholders would not approve the Business Combination and the risk that significant numbers of HighCape stockholders would exercise their redemption rights. In addition, during the course of HighCape management’s evaluation of Quantum-Si’s operating business and its public company potential, management conducted detailed due

​

 

14

 

diligence on certain potential challenges. Some factors that both HighCape management and the HighCape Board considered were (i) competition in the marketplace of instruments for protein detection and quantification, nucleic acid detection and other applications used in the research and analysis of the proteome and genome, and Quantum-Si’s product pipeline, (ii) the fact that some key executives only recently joined Quantum-Si and the ability of Quantum-Si to adequately staff for the needs of a public company on the relevant timeline and (iii) the ability of Quantum-Si to meet its commercial and financial projections and other financial and operating metrics. The HighCape Board also weighed the risk around the dual-class structure with “super-voting” rights for Dr. Rothberg, including its impact on index inclusion, the ability of certain investors to invest in Quantum-Si due to corporate governance guidelines and the trading multiples of other companies with a similar voting structure. These factors are discussed in greater detail in the section titled “The Business Combination Proposal — HighCape’s Board of Directors’ Reasons for the Approval of the Business Combination,” as well as in the section titled “Risk Factors — Risk Factors Relating to HighCape and the Business Combination.”

Q:

Do I have redemption rights?

​

A:

If you are a public stockholder, you have the right to request that HighCape redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”

​

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Q:

How do I exercise my redemption rights?

​

A:

If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

​

(i)

(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

​

(ii)

prior to           p.m., New York City time, on           , 2021, (a) submit a written request to Continental Stock Transfer & Trust Company, HighCape’s transfer agent (the “Transfer Agent”), that HighCape redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”).

​

The address of the Transfer Agent is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares be redeemed for 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 us to pay our franchise and income taxes, divided by the number of then outstanding public shares. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.01 per public share.

 

15

 

However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to the Transfer Agent at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is                 , 2021 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the Transfer Agent and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that HighCape instruct the Transfer Agent to return the shares to you (physically or electronically). You may make such request by contacting the Transfer Agent at the telephone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by HighCape’s Corporate Secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the Transfer Agent by           , New York City time, on                 , 2021.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any HighCape warrants that you may hold.

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

​

A:

No. Holders of outstanding units must first elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your units to be separated and delivered to the Transfer Agent by           , 2021, you will not be able to exercise your redemption rights with respect to your public shares.

​

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that you own or are deemed to own (including through the ownership of New Quantum-Si warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Certain Material U.S. Federal Income Tax Considerations.”

​

THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:

How does the HighCape Board recommend that I vote?

​

A:

The HighCape Board recommends that the HighCape stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals, “FOR” the approval of the Nasdaq Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of

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16

 

the Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how the HighCape Board recommends that HighCape stockholders vote, see the section titled “The Business Combination Proposal — HighCape’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Q:

How do our Sponsor and the other initial stockholders intend to vote their shares?

​

A:

In connection with our initial public offering, our Sponsor and our initial stockholders and our other directors and officers at the time of our initial public offering entered into a letter agreement to vote their founder shares and any public shares acquired by them during or after the initial public offering in favor of the Business Combination Proposal being presented at the Special Meeting, which was unanimously recommended by the HighCape Board. In addition, concurrently with the execution of the Business Combination Agreement, the Sponsor, David Colpman, Antony Loebel, Robert Taub, HighCape, Deerfield Partners, L.P., and Quantum-Si entered into the Sponsor Letter Agreement, pursuant to which the Sponsor, each other holder of HighCape Class B common stock and Deerfield Partners, L.P. have agreed to, among other things, vote in favor of the Transaction Proposals (including the Business Combination Proposal). The shares held by our Sponsor, our other initial stockholders, our other directors and officers and Deerfield Partners, L.P. that are obligated to vote in favor of the Business Combination represent approximately 27% of the voting power of HighCape.

​

Q:

May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the Special Meeting?

​

A:

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding HighCape or its securities, the initial stockholders, Quantum-Si and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Business Combination Proposal or not redeem their public shares. The purpose of any such transaction could be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, (ii) increase the likelihood that the Aggregate Transaction Proceeds Condition is satisfied, or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of the Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by HighCape’s initial stockholders for nominal value.

​

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved.

Q:

Who is entitled to vote at the Special Meeting?

​

A:

The HighCape Board has fixed       , 2021 as the record date for the Special Meeting. All holders of record of HighCape common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the

​

 

17

 

question “How can I vote my shares without attending the Special Meeting?” below for instructions on how to vote your HighCape common stock without attending the Special Meeting.

Q:

How many votes do I have?

​

A:

Each HighCape stockholder of record is entitled to one vote for each share of HighCape common stock held by such holder as of the close of business on the record date. As of the close of business on the record date, there were                 outstanding shares of HighCape common stock.

​

Q:

What constitutes a quorum for the Special Meeting?

​

A:

A quorum is the minimum number of stockholders necessary to hold a valid meeting.

​

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of shares of outstanding HighCape common stock representing a majority of the voting power of all outstanding shares of capital stock of HighCape entitled to vote at the Special Meeting as of the record date are present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Q:

What is Quantum-Si?

​

A:

Quantum-Si is an innovative life sciences company with the mission of transforming single molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell.

​

Q:

What will happen to my shares of HighCape common stock as a result of the Business Combination?

​

A:

If the Business Combination is completed, each share of HighCape Class B common stock that is issued and outstanding as of immediately prior to the Effective Time will be converted, on a one-for-one basis, into a share of New Quantum-Si Class A common stock. The Business Combination will have no effect on HighCape Class A common stock that is issued and outstanding as of immediately prior to the Effective Time, which will continue to remain outstanding. See the section titled “The Business Combination Proposal — Consideration to the Quantum-Si Stockholders.”

​

Q:

Where will the New Quantum-Si Class A common stock that HighCape stockholders receive in the Business Combination be publicly traded?

​

A:

Assuming the Business Combination is completed, the shares of New Quantum-Si Class A common stock (including the shares of New Quantum-Si Class A common stock issued in connection with the Business Combination) will be listed and traded on Nasdaq under the ticker symbol “QSI” and the public warrants will be listed and traded on Nasdaq under the ticker symbol “QSIW.”

​

Q:

What happens if the Business Combination is not completed?

​

A:

If the Business Combination Agreement is not approved by the HighCape stockholders or if the Business Combination is not completed for any other reason by August 17, 2021, then we will seek to consummate an alternative initial business combination prior to September 9, 2022. If we do not consummate an initial business combination by September 9, 2022, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

​

Q:

How can I attend and vote my shares at the Special Meeting?

​

A:

Shares of HighCape common stock held directly in your name as the stockholder of record of such shares as of the close of business on                 , 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit, and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you

​

 

18

 

wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting. You must register in advance to participate in the Special Meeting and vote electronically. To register in advance you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy, along with your email address, to the Transfer Agent. Requests for registration should be directed to the Transfer Agent by email at no later than           p.m. New York City time, on                 , 2021. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after the Transfer Agent receives your registration materials.

Q:

How can I vote my shares without attending the Special Meeting?

​

A:

If you are a stockholder of record of HighCape common stock as of the close of business on            , 2021, the record date, you can vote by telephone, by Internet or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your broker, bank or other nominee.

​

Q:

What is a proxy?

​

A:

A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of HighCape common stock as of the close of business on the record date, and you vote by telephone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of HighCape’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Kevin Rakin and Matt Zuga.

​

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

​

A:

If your shares of HighCape common stock are registered directly in your name with the Transfer Agent, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

​

Direct holders (stockholders of record).   For shares of HighCape common stock held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of HighCape common stock are voted.

Shares in “street name.”   For HighCape common stock held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:

If a HighCape stockholder gives a proxy, how will the HighCape common stock covered by the proxy be voted?

​

A:

If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your HighCape common stock in the way that you indicate when providing your proxy in respect of the HighCape common stock you hold. When completing the proxy card, you may specify whether your HighCape common stock should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

​

 

19

 

Q:

How will my HighCape common stock be voted if I return a blank proxy?

​

A:

If you sign, date and return your proxy and do not indicate how you want your HighCape common stock to be voted, then your HighCape common stock will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals, “FOR” the approval of the Nasdaq Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal.

​

Q:

Can I change my vote after I have submitted my proxy?

​

A:

Yes. If you are a stockholder of record of HighCape common stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

​

•

submit a new proxy card bearing a later date;

​

•

give written notice of your revocation to HighCape’s Corporate Secretary, which notice must be received by HighCape’s Corporate Secretary prior to the vote at the Special Meeting; or

​

•

vote electronically at the Special Meeting by visiting https://www.cstproxy.com/highcape/sm2021 and entering the 16-digit control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

​

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:

Where can I find the voting results of the Special Meeting?

​

A:

The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, HighCape will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

​

Q:

Are HighCape stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

​

A:

No. HighCape stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of HighCape Class A common stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of HighCape Class A common stock). Holders of HighCape Class A common stock may vote against the Business Combination Proposal or redeem their shares of HighCape Class A common stock if they are not in favor of the approval of the Business Combination Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of HighCape Class B common stock because they have agreed to vote in favor of the Business Combination.

​

Q:

Are there any risks that I should consider as a HighCape stockholder in deciding how to vote or whether to exercise my redemption rights?

​

A:

Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” in this proxy statement/prospectus. You also should read and carefully consider the risk factors of HighCape and Quantum-Si contained in the documents that are incorporated by reference herein.

​

Q:

What happens if I sell my HighCape common stock before the Special Meeting?

​

A:

The record date for HighCape stockholders entitled to vote at the Special Meeting is earlier than the

​

 

20

 

date of the Special Meeting. If you transfer your shares of HighCape common stock before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your shares of HighCape common stock after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Quantum-Si shares to the person to whom you transfer your HighCape common stock.

Q:

What are the material U.S. federal income tax consequences of the Business Combination to me?

​

A:

Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section titled “Certain Material U.S. Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

​

THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:

When is the Business Combination expected to be completed?

​

A:

Subject to the satisfaction or waiver of the Closing conditions described in the section titled “The Business Combination Agreement — Conditions to Closing of the Business Combination,” including the approval of the Business Combination Agreement by the HighCape stockholders at the Special Meeting, the Business Combination is expected to close in the second quarter of 2021. However, it is possible that factors outside the control of both HighCape and Quantum-Si could result in the Business Combination being completed at a later time, or not being completed at all.

​

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

HighCape has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. HighCape has agreed to pay Morrow a fee of $22,500, plus disbursements. HighCape will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. HighCape will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. HighCape’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q:

What are the conditions to completion of the Business Combination?

​

A:

The Closing is subject to certain conditions, including, among other things, (i) the approval by our stockholders of the Required Transaction Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iii) after giving effect to the Transactions, HighCape having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining immediately after the Effective Time; (iv) satisfaction of the Aggregate Transaction Proceeds Condition; and (v) the approval by Nasdaq of our initial listing application in connection with the Business Combination. If any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section titled “The Business Combination Proposal.”

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for

​

 

21

 

each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of HighCape common stock.

Q:

Whom do I call if I have questions about the Special Meeting or the Business Combination?

​

A:

If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

​

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut
Tel: (800) 662-5200. (toll-free)
Banks and brokers call collect: (203) 297-0720
E-mail: CAPA.info@investor.morrowsodali.com

You also may obtain additional information about HighCape from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, HighCape’s Transfer Agent, at the address below prior to           p.m., New York City time, on           , 2021. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

 

22

 

 

24

 

25

 

26

 

27

 

​

28

 

​

29

 

30

 

​

31

 

32

 

(in millions)

​

​

Assuming No Redemptions of Public Shares

​

​

Assuming Maximum Redemptions of Public Shares

​

Sources

​

​

​

​

​

​

​

​

​

​

​

​

​

Quantum-Si Rollover Equity

​

​

​

$

887.8(1)

​

​

​

​

$

887.8(1)

​

​

Proceeds from Trust Account

​

​

​

​

115.0

​

​

​

​

​

10.0

​

​

PIPE Investors

​

​

​

​

425.0

​

​

​

​

​

425.0

​

​

Total Sources

​

​

​

$

1,427.8

​

​

​

​

$

1,322.8

​

​

Uses

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity Consideration to Existing Investors

​

​

​

$

887.8

​

​

​

​

$

887.8

​

​

Cash to Balance Sheet

​

​

​

​

514.2

​

​

​

​

​

409.2

​

​

Repayment of PPP Loan

​

​

​

​

1.8

​

​

​

​

​

1.8

​

​

Estimated Transaction Costs

​

​

​

​

24.0

​

​

​

​

​

24.0

​

​

Total Uses

​

​

​

$

1,427.8

​

​

​

​

$

1,322.8

​

​

​

​

33

 

​

34

 

35

 

36

 

 

​	​	​	For the Period from June 10, 2020 (Inception) Through December 31, 2020				​
ASSETS	​	​	​	​	​	​	​
Current Assets	​	​	​	​	​	​	​
Cash	​	​	​	$	1,034,163	​	​
Prepaid expenses	​	​	​	​	149,727	​	​
Total Current Assets	​	​	​	​	1,183,890	​	​
Cash and cash equivalents held in Trust Account	​	​	​	​	115,002,152	​	​
TOTAL ASSETS	​	​	​	$	116,186,042	​	​
LIABILITIES AND STOCKHOLDERS’ EQUITY	​	​	​	​	​	​	​
Current Liabilities	​	​	​	​	​	​	​
Accounts payable and accrued expenses	​	​	​	$	146,558	​	​
Total Current Liabilities	​	​	​	​	146,558	​	​
Deferred underwriting fee payable	​	​	​	​	4,025,000	​	​
Total Liabilities	​	​	​	​	4,171,558	​	​
Commitments and Contingencies	​	​	​	​	​	​	​
Class A common stock subject to possible redemption, 10,701,448 shares at $10.00 per share	​	​	​	​	107,014,480	​	​
Stockholders’ Equity	​	​	​	​	​	​	​
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	​	​	​	​	—	​	​
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,203,552 issued and outstanding (excluding 10,701,448 shares subject to possible redemption)	​	​	​	​	120	​	​
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 2,875,000 shares issued and outstanding	​	​	​	​	288	​	​
Additional paid-in capital	​	​	​	​	5,262,735	​	​
Accumulated deficit	​	​	​	​	(263,139)	​	​
Total Stockholders’ Equity	​	​	​	​	5,000,004	​	​
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	​	​	​	$	116,186,042	​	​

38

 

39

 

 

 

​

​

​

Historical

​

​

Pro Forma

​

​

​

​

HighCape

​

​

Quantum-Si

​

​

No redemption scenario

​

​

Maximum redemption scenario

​

As of December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share(1)

​

​

​

$

4.15

​

​

​

​

$

(23.68)

​

​

​

​

$

4.08

​

​

​

​

$

3.58

​

​

For the Year Ended December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share – basic and diluted(2)

​

​

​

$

0.00

​

​

​

​

$

(5.45)

​

​

​

​

$

(0.41)

​

​

​

​

$

(0.45)

​

​

​

​

42

 

​

43

 

 

 

Quantum-Si’s operating results may fluctuate significantly in the future, which makes its future operating results difficult to predict and could cause its operating results to fall below expectations or any guidance Quantum-Si may provide.

Quantum-Si’s quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict Quantum-Si’s future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of Quantum-Si’s control, including, but not limited to:

•

the timing and amount of expenditures that Quantum-Si may incur to develop, commercialize or acquire additional products and technologies or for other purposes, such as the expansion of its facilities;

​

•

changes in governmental funding of life sciences research and development or changes that impact budgets or budget cycles;

​

•

seasonal spending patterns of our customers;

​

•

the timing of when Quantum-Si recognizes any revenues;

​

•

future accounting pronouncements or changes in Quantum-Si’s accounting policies;

​

•

the outcome of any future litigation or governmental investigations involving Quantum-Si, its industry or both;

​

•

higher than anticipated service, replacement and warranty costs;

​

•

the impact of the COVID-19 pandemic on the economy, investment in life sciences and research industries, our business operations, and resources and operations of Quantum-Si’s suppliers, distributors and potential customers; and

​

•

general industry, economic and market conditions and other factors, including factors unrelated to Quantum-Si’s operating performance or the operating performance of its competitors.

​

The cumulative effects of the factors discussed above could result in large fluctuations and unpredictability in Quantum-Si’s quarterly and annual operating results. As a result, comparing Quantum-Si’s operating results on a period-to-period basis may not be meaningful.

This variability and unpredictability could also result in Quantum-Si failing to meet the expectations of industry or financial analysts or investors for any period. If Quantum-Si is unable to commercialize products or generate revenue, or if Quantum-Si’s operating results fall below the expectations of analysts or investors or below any guidance it may provide, or if the guidance it provides is below the expectations of analysts or investors, it could cause the market price of New Quantum-Si Class A common stock to decline.

Quantum-Si may need to raise additional capital to fund commercialization plans for its products, including manufacturing, sales and marketing activities, expand its investments in research, and development and commercialize new products and applications.

Quantum-Si’s operations have consumed substantial amounts of cash since inception. Quantum-Si expects to expend substantial additional amounts to commercialize its products and to develop new products. Quantum-Si expects to use the funds received in connection with the Business Combination to develop and commercialize its products, develop new products, and for working capital and general corporate purposes. Quantum-Si may require additional capital to develop and commercialize its products and to develop new products. In addition, Quantum-Si’s operating plans may change as a result of many factors that may currently be unknown to Quantum-Si, and Quantum-Si may need to seek additional funds sooner than planned.

Quantum-Si cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to Quantum-Si, if at all. Moreover, the terms of any future financing may adversely affect the holdings or the rights of New Quantum-Si’s stockholders and the issuance of additional securities, whether equity or debt, by New Quantum-Si, or the possibility of such issuance, may cause the market price of New Quantum-Si Class A common stock to decline. The incurrence of indebtedness could result in increased fixed payment obligations, and New Quantum-Si may be required to agree to certain restrictive covenants,

 

46

 

such as limitations on its ability to incur additional debt, limitations on its ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact New Quantum-Si’s ability to conduct its business. New Quantum-Si could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and Quantum-Si may be required to relinquish rights to some of its technologies or products or otherwise agree to terms that are unfavorable to Quantum-Si, any of which may have a material adverse effect on Quantum-Si’s business, operating results and prospects. In addition, raising additional capital through the issuance of equity or convertible debt securities would cause dilution to holders of New Quantum-Si’s equity securities, and may affect the rights of then-existing holders of New Quantum-Si equity securities. Even if Quantum-Si believes that it has sufficient funds for its current or future operating plans, New Quantum-Si may seek additional capital if market conditions are favorable or if Quantum-Si has specific strategic considerations.

Quantum-Si has identified a material weakness in its internal control over financial reporting. If Quantum-Si’s remediation measures are ineffective, or if Quantum-Si experiences additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls in the future, Quantum-Si may not be able to report its financial condition or results of operations accurately or on a timely basis, which may adversely affect investor confidence in Quantum-Si and, as a result, the value of New Quantum-Si’s Class A common stock.

In connection with Quantum-Si’s financial statement close process for the years ended December 31, 2020 and 2019, Quantum-Si identified a material weakness in the design and operating effectiveness of its internal control over financial reporting. Quantum-Si has outsourced its accounting and financial reporting to 4Catalyzer and as of and during the years ended December 31, 2020 and 2019, did not have its own financing function or finance or accounting professionals that have the requisite experience or are in a position to appropriately perform the supervision and review of the information received from 4Catalyzer and assess its reasonableness and accuracy.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

Quantum-Si’s management is in the process of developing a remediation plan, which includes, without limitation, the hiring of additional accounting and finance personnel with technical public company accounting and financial reporting experience. The material weakness will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded through testing that these controls are effective.

If not remediated, this material weakness could result in material misstatements to Quantum-Si’s annual or interim financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If Quantum-Si is unable to assert that its internal control over financing reporting is effective, or when required in the future, if Quantum-Si’s independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of Quantum-Si’s financial reporting, the market price of the New Quantum-Si Class A common stock could be adversely affected and Quantum-Si could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Risks Related to Quantum-Si’s Business and Industry

Quantum-Si has not yet commercially launched its products, and Quantum-Si may not be able to successfully commercially launch its products as planned.

Quantum-Si has not yet commercially launched any products. Quantum-Si plans to follow a three phase launch plan for commercialization, which includes a collaboration phase, an early access limited release phase and a broad commercial availability phase. Quantum-Si is currently in the collaboration phase of its commercial launch plan. Quantum-Si’s commercial launch plan may not progress as planned due to:

 

47

 

•

the inability to establish the capabilities and value proposition of Quantum-Si’s products with key opinion leaders in a timely fashion;

​

•

the potential need or desire to modify aspects of Quantum-Si’s products prior to entering into the second or third phases of its commercial launch plan;

​

•

changing industry or market conditions, customer requirements or competitor offerings over the span of Quantum-Si’s commercial launch plan;

​

•

delays in building out Quantum-Si’s sales, customer support and marketing organization as needed for each of the phases of its commercial launch plan; and

​

•

delays in ramping up manufacturing, either internally or through Quantum-Si’s suppliers to meet the expected demand in each of the phases of its commercial launch plan.

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To the extent Quantum-Si’s commercial launch plan is delayed or unsuccessful, its financial results will be adversely impacted.

Even if Quantum-Si commercially launches its products, Quantum-Si’s success depends on broad scientific and market acceptance, which Quantum-Si may fail to achieve.

Quantum-Si’s ability to achieve and maintain scientific and commercial market acceptance of its products will depend on a number of factors. Quantum-Si expects that its products will be subject to the market forces and adoption curves common to other new technologies. The market for proteomics and genomics technologies and products is in its early stages of development. If widespread adoption of Quantum-Si’s products takes longer than anticipated, Quantum-Si will continue to experience operating losses.

The success of life sciences products is due, in large part, to acceptance by the scientific community and their adoption of certain products in the applicable field of research. The life sciences scientific community is often led by a small number of early adopters and key opinion leaders who significantly influence the rest of the community through publications in peer-reviewed journals. In such journal publications, the researchers will describe not only their discoveries, but also the methods, and typically the products used, to fuel such discoveries. Mentions in peer-reviewed journal publications is a driver for the general acceptance of life sciences products, such as Quantum-Si’s products. During the collaboration and early access limited release phases of its commercialization launch plan, Quantum-Si intends to collaborate with a small number of key opinion leaders who are highly skilled at evaluating novel technologies and whose feedback can help Quantum-Si solidify its commercialization plans and processes. Ensuring that early adopters and key opinion leaders publish research involving the use of Quantum-Si’s products during the collaboration and early access limited release phases is critical to ensuring Quantum-Si’s products gain widespread scientific acceptance. In addition, continuing collaborative relationships with such key opinion leaders will be vital to maintaining any market acceptance Quantum-Si achieves. If too few researchers describe the use of Quantum-Si’s products, too many researchers shift to a competing product and publish research outlining their use of that product or too many researchers negatively describe the use of Quantum-Si’s products in publications, it may drive customers away from Quantum-Si’s products and it may delay Quantum-Si’s progression towards the broad commercial release phase of its commercialization plan.

Other factors in achieving commercial market acceptance, include:

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Quantum-Si’s ability to market and increase awareness of the capabilities of its products;

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the ability of Quantum-Si’s products to demonstrate comparable performance in intended use applications broadly in the hands of customers as achieved in the collaboration and early access limited release phases of its commercialization plan;

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Quantum-Si’s potential customers’ willingness to adopt new products and workflows;

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Quantum-Si’s product’s ease of use and whether it reliably provides advantages over other alternative technologies;

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•

the rate of adoption of Quantum-Si’s products by academic institutions, laboratories, biopharmaceutical companies and others;

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the prices Quantum-Si charges for its products;

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Quantum-Si’s ability to develop new products and workflows and solutions for customers;

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if competitors develop and commercialize products that perform similar functions as Quantum-Si’s products; and

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the impact of Quantum-Si’s investments in product innovation and commercial growth.

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Quantum-Si may not be successful in addressing each of these criteria or other criteria that might affect the market acceptance of any products it commercializes. If Quantum-Si is unsuccessful in achieving and maintaining market acceptance of its products, its business, financial condition and results of operations will be adversely affected.

If Quantum-Si is unable to establish sales and marketing capabilities, it may not be successful in commercializing its products.

Quantum-Si has limited experience as a company in sales and marketing and its ability to achieve profitability depends on Quantum-Si being able to attract customers for its products. Although members of Quantum-Si’s management team have considerable industry experience, in the future Quantum-Si will be required to expand its sales, marketing, distribution and customer service and support capabilities with the appropriate technical expertise prior to the broad commercial launch of its products. To perform sales, marketing, distribution, and customer service and support successfully, Quantum-Si will face a number of risks, including:

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Quantum-Si’s ability to attract, retain and manage the sales, marketing and customer service and support force necessary to commercialize and gain market acceptance for its technology;

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the time and cost of establishing a specialized sales, marketing and customer service and support force; and

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Quantum-Si’s sales, marketing and customer service and support force may be unable to initiate and execute successful commercialization activities.

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Quantum-Si may seek to enlist one or more third parties to assist with sales, distribution and customer service and support globally or in certain regions of the world. There is no guarantee, if Quantum-Si does seek to enter into such arrangements, that Quantum-Si will be successful in attracting desirable sales and distribution partners or that Quantum-Si will be able to enter into such arrangements on favorable terms. If Quantum-Si’s sales and marketing efforts, or those of any third-party sales and distribution partners, are not successful, Quantum-Si’s products may not gain market acceptance, which could materially impact its business operations.

The size of the markets for Quantum-Si’s products may be smaller than estimated, and new market opportunities may not develop as quickly as it expects, or at all, limiting Quantum-Si’s ability to successfully sell its products.

The market for proteomics and genomics technologies and products is evolving, making it difficult to predict with any accuracy the size of the markets for Quantum-Si’s current and future products. Quantum-Si’s estimates of the total addressable market for its current and future products are based on a number of internal and third-party estimates and assumptions. In particular, Quantum-Si’s estimates are based on its expectations that researchers in the market for certain life sciences research tools and technologies will view Quantum-Si’s products as competitive alternatives to, or better options than, existing tools and technologies. Quantum-Si also expects researchers will recognize the ability of Quantum-Si’s products to complement, enhance and enable new applications of their current tools and technologies. Quantum-Si expects them to recognize the value proposition offered by its products, enough to purchase its products in addition to the tools and technologies they already own. Underlying each of these expectations are a number of estimates and assumptions that may be incorrect, including the assumptions that government or other sources of funding will continue to be available to life sciences researchers at times and in amounts necessary to

 

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allow them to purchase Quantum-Si’s products and that researchers have sufficient samples and an unmet need for performing proteomics studies at scale across thousands of samples. In addition, sales of new products into new market opportunities may take years to develop and mature and Quantum-Si cannot be certain that these market opportunities will develop as Quantum-Si expects. New life sciences technology may not be adopted until the consistency and accuracy of such technology, method or device has been proven. As a result, the sizes of the annual total addressable market for new markets and new products are even more difficult to predict. Quantum-Si’s products are innovative new products, and while Quantum-Si draws comparisons between the evolution and growth of the genomics and proteomics markets, the proteomics market may develop more slowly or differently. While Quantum-Si believes its assumptions and the data underlying its estimates of the total addressable market for its products are reasonable, these assumptions and estimates may not be correct and the conditions supporting Quantum-Si’s assumptions or estimates, or those underlying the third-party data it has used, may change at any time, thereby reducing the accuracy of Quantum-Si’s estimates. As a result, Quantum-Si’s estimates of the total addressable market for its products may be incorrect.

The COVID-19 pandemic and efforts to reduce its spread have adversely impacted, and are expected to continue to materially and adversely impact, Quantum-Si’s business and operations.

The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on Quantum-Si’s operations, particularly as a result of preventive and precautionary measures that Quantum-Si, other businesses, and governments are taking. Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and Quantum-Si expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay Quantum-Si’s receipt of instruments, components and supplies from the third parties it relies on to, among other things, produce its products. Quantum-Si’s suppliers have been impacted by the COVID-19 pandemic, and it has experienced supply delays for critical hardware, instrumentation and medical and testing supplies that it uses for product development, as these other components and supplies are otherwise diverted to COVID-19-related testing and other uses.

The COVID-19 pandemic has also had an adverse effect on Quantum-Si’s ability to attract, recruit, interview and hire at the pace Quantum-Si would typically expect to support its rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to Quantum-Si’s business and operations, such as additional workplace safety measures, Quantum-Si’s product development plans may be delayed, and Quantum-Si may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies.

In addition, the development and commercialization of Quantum-Si’s products could be adversely affected by reductions in capacity or shutdowns of laboratories and other institutions as well as other impacts stemming from the COVID-19 pandemic, such as reduced or delayed spending on instruments or consumables as a result of such shutdowns and delays before re-opened laboratories and institutions resume previous levels of research activities that require new purchases of Quantum-Si’s instruments or consumables; as well as decreases in government funding of research and development; and changes in the amount of funds allocated to different areas of research, that have the effect of increasing the length of the funding process or the impact of the COVID-19 pandemic on Quantum-Si’s potential customers and their funding sources.

If Quantum-Si does not sustain or successfully manage its anticipated growth, Quantum-Si’s business and prospects will be harmed.

Quantum-Si’s anticipated growth will place significant strains on its management, operational and manufacturing systems and processes, sales and marketing team, financial systems and internal controls and other aspects of its business. As of February 1, 2021, Quantum-Si had 78 employees. Quantum-Si expects that it will need to hire additional accounting, finance and other personnel in connection with its becoming, and its efforts to comply with the requirements of being, a public company. Once public, Quantum-Si’s management and other personnel will need to devote a substantial amount of time towards maintaining

 

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compliance with these requirements and effectively manage these growth activities. Quantum-Si may face challenges integrating, developing and motivating its rapidly growing employee base. To effectively manage its growth, Quantum-Si must continue to improve its operational and manufacturing systems and processes, its financial systems and internal controls and other aspects of its business and continue to effectively expand, train and manage its personnel. If Quantum-Si does not successfully manage its anticipated growth, its business, results of operations, financial condition and prospects will be harmed.

Quantum-Si depends on its key personnel and other highly qualified personnel, and if Quantum-Si is unable to recruit, train and retain its personnel, Quantum-Si may not achieve its goals.

Quantum-Si’s future success depends upon its ability to recruit, train, retain and motivate key personnel, including its senior management team, as well as its research and development team and manufacturing and sales and marketing personnel. Quantum-Si’s senior management team, including Jonathan M. Rothberg, Ph.D., our Executive Chairman; John Stark, our Chief Executive Officer; Michael P. McKenna, Ph.D., our President and Chief Operating Officer, Matthew Dyer, Ph.D., our Chief Business Officer, and Christian LaPointe, Ph.D., our General Counsel, is critical to our vision, strategic direction, product development and commercialization efforts. The departure of one or more of Quantum-Si’s executive officers, senior management team members, or other key employees could be disruptive to its business until it is able to hire qualified successors. Quantum-Si does not maintain “key man” life insurance on its senior management team.

Quantum-Si’s continued growth and ability to successfully transition from a company primarily focused on development to commercialization depends, in part, on attracting, retaining and motivating qualified personnel, including highly-trained sales personnel with the necessary scientific background and ability to understand Quantum-Si’s products and systems at a technical level to effectively identify and sell to potential new customers. New hires require significant training and, in most cases, take significant time before they achieve full productivity. Quantum-Si’s failure to successfully integrate these key personnel into its business could adversely affect Quantum-Si’s business. In addition, competition for qualified personnel is intense. Quantum-Si competes for qualified scientific and information technology personnel with other life science and information technology companies as well as academic institutions and research institutions. Some of Quantum-Si’s scientific personnel are qualified foreign nationals whose ability to live and work in the United States is contingent upon the continued availability of appropriate visas. Due to the competition for qualified personnel in Quantum-Si’s industry, Quantum-Si may continue to utilize foreign nationals to fill part of its recruiting needs. As a result, changes to United States immigration policies could restrain the flow of technical and professional talent into the United States and may inhibit Quantum-Si’s ability to hire qualified personnel.

Quantum-Si does not maintain fixed term employment contracts with any of its employees. As a result, Quantum-Si’s employees could leave the company with little or no prior notice and may be free to work for a competitor. Due to the complex and technical nature of Quantum-Si’s products and technology and the dynamic market in which Quantum-Si competes, any failure to attract, train, retain and motivate qualified personnel could materially harm its business, results of operations, financial condition and prospects.

Quantum-Si expects to be dependent upon revenue generated from the sales of its initial products from the time they are commercialized through the foreseeable future.

While Quantum-Si anticipates having early access limited release in 2021, Quantum-Si does not expect to have broad commercial availability for its products until 2022. If Quantum-Si is able to successfully commercialize its products, Quantum-Si expects that it will generate substantially all of its revenue from the sale of its instruments and consumables. There can be no assurance that Quantum-Si will be able to successfully commercialize its products, design other products that will meet the expectations of its customers or that any of its future products will become commercially viable. As technologies change in the future for life sciences research tools in general and in proteomics and genomics technologies specifically, Quantum-Si will be expected to upgrade or adapt its products in order to keep up with the latest technology. To date, Quantum-Si has limited experience simultaneously designing, testing, manufacturing and selling products and there can be no assurance it will be able to do so. Quantum-Si’s sales expectations are based in part on the

 

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assumption that its products will increase study sizes for our future customers and their associated purchases of its consumables. If sales of Quantum-Si’s instruments fail to materialize, so will the related consumable sales and associated revenue.

In Quantum-Si’s development and commercialization plans for its products, Quantum-Si may forego other opportunities that may provide greater revenue or be more profitable. If Quantum-Si’s research and product development efforts do not result in commercially viable products within the anticipated timelines, or at all, Quantum-Si’s business and results of operations will be adversely affected. Any delay or failure by Quantum-Si to develop and release its products or product enhancements would have a substantial adverse effect on its business and results of operations.

Quantum-Si’s business will depend significantly on research and development spending by academic institutions and other research institutions, and any reduction in spending could limit demand for its products and adversely affect its business, results of operations, financial condition and prospects.

Quantum-Si expects that substantially all of its sales revenue in the near term will be generated from sales of “RUO” or research use only, protein sequencing products to academic institutions and other research institutions. Much of these customers’ funding will be, in turn, provided by various state, federal and international government agencies. As a result, the demand for Quantum-Si’s products will depend upon the research and development budgets of these customers, which are impacted by factors beyond its control, such as:

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decreases in government funding of research and development;

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changes to programs that provide funding to research laboratories and institutions, including changes in the amount of funds allocated to different areas of research or changes that have the effect of increasing the length of the funding process;

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macroeconomic conditions and the political climate;

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potential changes in the regulatory environment;

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differences in budgetary cycles, especially government- or grant-funded customers, whose cycles often coincide with government fiscal year ends;

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competitor product offerings or pricing;

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market-driven pressures to consolidate operations and reduce costs; and

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market acceptance of relatively new technologies.

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In addition, various state, federal and international agencies that provide grants and other funding may be subject to stringent budgetary constraints that could result in spending reductions, reduced grant making, reduced allocations or budget cutbacks, which could jeopardize the ability of these customers, or the customers to whom they provide funding, to purchase Quantum-Si’s products. A decrease in the amount of, or delay in the approval of, appropriations to NIH or other similar U.S. or international organizations, such as the Medical Research Council in the United Kingdom, could result in fewer grants benefiting life sciences research. These reductions or delays could also result in a decrease in the aggregate amount of grants awarded for life sciences research or the redirection of existing funding to other projects or priorities, any of which in turn could cause Quantum-Si’s potential customers to reduce or delay purchases of its products.

If Quantum-Si uses biological and hazardous materials in a manner that causes injury or violates laws or regulations, it could be liable for damages or subject to enforcement actions.

Quantum-Si’s research and product development activities currently require the controlled use of potentially harmful biological and hazardous materials and chemicals. Quantum-Si cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling or disposal of these materials. In the event of contamination or injury, Quantum-Si could be held liable for any resulting damages, and any liability could exceed our resources or any applicable insurance coverage it may have. Additionally, Quantum-Si is subject to, on an ongoing basis, federal, state, and local laws and regulations governing the use, storage, handling, and disposal of these materials and specified waste products.

 

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Quantum-Si generally uses third-party vendors to dispose of regulated medical waste, hazardous waste and radioactive materials that it may use during its research. The cost of compliance with these laws and regulations may become significant and could have a material adverse effect on Quantum-Si’sour financial condition, results of operations and cash flows.

Quantum-Si relies on a small number of contract manufacturers to manufacture and supply its instruments. If these manufacturers should fail or not perform satisfactorily, Quantum-Si’s ability to commercialize and supply its instruments would be adversely affected.

Quantum-Si relies on a small number of contract manufacturers to manufacture and supply its instruments. Since Quantum-Si’s contracts with these manufacturers do not commit them to carry inventory or make available any particular quantities, these manufacturers may give other customers’ needs higher priority than Quantum-Si’s, and Quantum-Si may not be able to obtain adequate supplies in a timely manner or on commercially reasonable terms. Further, if these manufacturers are unable to obtain critical components used in Quantum-Si’s instruments or supply our instruments on the timelines Quantum-Si requires, our business and commercialization efforts would be harmed.

In the event it becomes necessary to utilize a different contract manufacturer for Quantum-Si’s products, Quantum-Si would experience additional costs, delays and difficulties in doing so as a result of identifying and entering into an agreement with a new manufacturer as well as preparing such new manufacturer to meet the logistical requirements associated with manufacturing its instruments, and its business would suffer. In addition, once Quantum-Si’s products become regulated by the FDA as medical devices, Quantum-Si will need to contract with FDA-registered device establishments that are able to comply with current Good Manufacturing Practice requirements that are set forth in the Quality System Regulation (“QSR”), unless explicitly exempted by regulation.

In addition, certain of the components used in Quantum-Si’s instruments are sourced from limited or sole suppliers. If Quantum-Si were to lose such suppliers, there can be no assurance that it will be able to identify or enter into agreements with alternative suppliers on a timely basis on acceptable terms, if at all. An interruption in Quantum-Si’s ability to sell and deliver instruments to customers could occur if it encounters delays or difficulties in securing these components, or if the quality of the components supplied do not meet specifications, or if it cannot then obtain an acceptable substitute. Quantum-Si’s suppliers have also been impacted by the COVID-19 pandemic, and Quantum-Si has experienced supply delays for critical hardware and instrumentation as a result. If any of these events occur, its business, results of operations, financial condition and prospects could be harmed.

If Quantum-Si does not successfully develop and deploy its Quantum-Si Cloud™ software service, Quantum-Si’s commercialization efforts and therefore business and results of operations could suffer.

The success of Quantum-Si’s products depends, in part, on its ability to design and deploy its Quantum-Si Cloud™ software service in a manner that enables the integration with potential customers’ systems and accommodates potential customers’ needs. Without Quantum-Si’s software, the depth of the analysis provided for data generated by Quantum-Si’s system could be limited and utilization of its products could be hindered.

Quantum-Si has and will continue to spend significant amounts of effort developing its software, and potential enhanced versions over time, to meet its potential customers’ evolving needs. There is no assurance that the development or deployment of Quantum-Si’s software, or any potential enhancements, will be compelling to our customers. In addition, Quantum-Si may experience delays in its release dates of its software, and there can be no assurance that its software will be released according to schedule. If Quantum-Si’s software development and deployment plan does not accurately anticipate customer demands or if Quantum-Si fails to develop its software in a manner that satisfies customer preferences in a timely and cost-effective manner, Quantum-Si’s products may fail to gain market acceptance.

If Quantum-Si commercializes its products outside of the United States, Quantum-Si’s international business could expose it to business, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.

Engaging in international business inherently involves a number of difficulties and risks, including:

 

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required compliance with existing and changing foreign regulatory requirements and laws that are or may be applicable to Quantum-Si’s business in the future, such as the European Union’s General Data Protection Regulation (‘‘GDPR’’) and other data privacy requirements, labor and employment regulations, anti-competition regulations, the U.K. Bribery Act of 2010 and other anti-corruption laws, regulations relating to the use of certain hazardous substances or chemicals in commercial products, and require the collection, reuse, and recycling of waste from products Quantum-Si manufactures;

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required compliance with U.S. laws such as the Foreign Corrupt Practices Act, and other U.S. federal laws and regulations established by the Office of Foreign Assets Control of the U.S. Department of the Treasury;

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export requirements and import or trade restrictions;

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laws and business practices favoring local companies;

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foreign currency exchange, longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

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changes in social, economic, and political conditions or in laws, regulations and policies governing foreign trade, manufacturing, research and development, and investment both domestically as well as in the other countries and jurisdictions in which Quantum-Si operates and into which it may sell its products including as a result of the separation of the United Kingdom from the European Union (‘‘Brexit’’);

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potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements, and other trade barriers;

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difficulties and costs of staffing and managing foreign operations; and

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difficulties protecting, maintaining, enforcing or procuring intellectual property rights.

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If one or more of these risks occurs, it could require Quantum-Si to dedicate significant resources to remedy such occurrence, and if Quantum-Si is unsuccessful in finding a solution, its financial results will suffer.

Quantum-Si has limited experience producing and supplying its products, and Quantum-Si may be unable to consistently manufacture or source its instruments and consumables to the necessary specifications or in quantities necessary to meet demand on a timely basis and at acceptable performance and cost levels.

Quantum-Si’s products provide an end-to-end solution with many different components that work together. As such, a quality defect in a single component can compromise the performance of the entire solution. In order to successfully generate revenue from its products, Quantum-Si needs to supply its customers with products that meet their expectations for quality and functionality in accordance with established specifications on a timely basis. Quantum-Si’s instruments are manufactured by a third-party contract manufacturer at its facility using complex processes, sophisticated equipment and strict adherence to specifications and quality systems procedures. Given the complexity of Quantum-Si’s devices, individual units may occasionally require additional installation and service time prior to becoming available for customer use.

Quantum-Si leverages third-parties for the production of its kits. Quantum-Si procures certain components of its consumables from third-party manufacturers, which includes the commonly-available raw materials needed for manufacturing its proprietary kits. These manufacturing processes are complex. As Quantum-Si moves towards commercial scale formulation and manufacturing of its kits, if it is not able to repeatedly produce its kits at commercial scale or source them from third-party suppliers, or encounter unexpected difficulties in packaging its consumables, its business will be adversely impacted.

Likewise, Quantum-Si leverages third-parties for the production and packaging of its chips. These manufacturing processes are complex. As Quantum-Si moves towards commercial scale and manufacturing of its chips, if it is not able to repeatedly produce its chips at commercial scale, or encounters unexpected difficulties in packaging its chips, its business will be adversely impacted.

 

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As Quantum-Si continues to scale commercially and develop new products, and as its products incorporate increasingly sophisticated technology, it will be increasingly difficult to ensure Quantum-Si’s products are produced in the necessary quantities without sacrificing quality. There is no assurance that Quantum-Si or its third-party manufacturers will be able to continue to manufacture its instruments so that it consistently achieves the product specifications and produces results with acceptable quality. Quantum-Si’s kits, chips, and other consumables have a limited shelf life, after which their performance is not ensured. Quantum-Si has not completed accelerated stability testing for its consumables. Shipment of consumables that effectively expire early or shipment of defective instruments or consumables to customers may result in recalls and warranty replacements, which would increase Quantum-Si’s costs, and depending upon current inventory levels and the availability and lead time for additional inventory, could lead to availability issues. Any future design issues, unforeseen manufacturing problems, such as contamination of Quantum-Si’s or its manufacturers’ facilities, equipment malfunctions, aging components, quality issues with components and materials sourced from third-party suppliers, or failures to strictly follow procedures or meet specifications, may have a material adverse effect on its brand, business, results of operations and financial condition and could result in Quantum-Si or its third-party manufacturers losing International Organization for Standardization (ISO) quality management certifications. If Quantum-Si’s third-party manufacturers fail to maintain ISO quality management certifications, customers might choose not to purchase products from Quantum-Si.

In addition, as Quantum-Si commercializes its Quantum-Si Cloud™ software service, it will also need to make corresponding improvements to other operational functions, such as its customer support, service and billing systems, compliance programs and its internal quality assurance programs. As Quantum-Si develops additional products, it may need to bring new equipment on-line, implement new systems, technology, controls and procedures and hire personnel with different qualifications.

An inability to manufacture products and components that consistently meet specifications, in necessary quantities, at commercially acceptable costs and without significant delays, may have a material adverse effect on Quantum-Si’s business, results of operations, financial condition and prospects.

Quantum-Si’s products could have defects or errors, which may give rise to claims against Quantum-Si and adversely affect its business, financial condition, and results of operations.

Quantum-Si’s products utilize novel and complex technology and may develop or contain undetected defects or errors. Material performance problems, defects, or errors may arise, and as Quantum-Si commercializes its products, these risks may increase. Quantum-Si expects to provide warranties that its products will meet performance expectations and will be free from defects. The costs incurred in correcting any defects or errors may be substantial and could adversely affect its operating margins.

In manufacturing its products, Quantum-Si depends upon third parties for the supply of its instruments and various components, many of which require a significant degree of technical expertise to produce. If its suppliers fail to produce its products and components to specification or provide defective products to Quantum-Si and its quality control tests and procedures fail to detect such errors or defects, or if Quantum-Si or its suppliers use defective materials or workmanship in the manufacturing process, the reliability and performance of Quantum-Si’s products will be compromised.

If Quantum-Si’s products contain defects, it may experience:

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a failure to achieve market acceptance for its products or expansion of its product sales;

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loss of customer orders and delay in order fulfillment;

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damage to Quantum-Si’s brand reputation;

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increased warranty and customer service and support costs due to product repair or replacement;

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product recalls or replacements;

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inability to attract new customers;

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diversion of resources from our manufacturing and research and development departments into Quantum-Si’s service department; and

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legal claims against Quantum-Si, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.

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The life sciences technology market is highly competitive. If Quantum-Si fails to compete effectively, its business and results of operation will suffer.

Quantum-Si faces significant competition in the life sciences technology market. Quantum-Si currently competes with life sciences technology and the diagnostic companies that are supplying components, products and services that serve customers engaged in proteomics analysis. These companies include Agilent Technologies, Bio-Rad Laboratories, Danaher, Luminex, Merck (and its subsidiary MilliporeSigma) and Thermo Fisher Scientific. Quantum-Si also competes with a number of emerging growth companies that have developed, or are developing, proteomic products and solutions, such as Nautilus Biotechnology, Olink Proteomics, Quanterix, Seer and SomaLogic.

Some of Quantum-Si’s current competitors are large publicly-traded companies, or are divisions of large publicly-traded companies, and may enjoy a number of competitive advantages over us, including:

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greater name and brand recognition;

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greater financial and human resources;

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broader product lines;

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larger sales forces and more established distributor networks;

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substantial intellectual property portfolios;

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larger and more established customer bases and relationships; and

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better established, larger scale and lower cost manufacturing capabilities.

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Quantum-Si also faces competition from researchers developing their own products. The area in which Quantum-Si competes involves rapid innovation and some of its customers have in the past, and more may in the future, elect to create their own assays rather than rely on a third-party supplier such as Quantum-Si. This is particularly true for the largest research centers and laboratories that are continually testing and trying new technologies, whether from a third-party vendor or developed internally. Quantum-Si will also compete for the resources our customers allocate for purchasing a wide range of products used to analyze the proteome, some of which may be additive to or complementary with its own but not directly competitive.

Quantum-Si’s products may not compete favorably and Quantum-Si may not be successful in the face of increasing competition from products and technologies introduced by its existing or future competitors, companies entering its markets or developed by its customers internally. In addition, Quantum-Si’s competitors may have or may develop products or technologies that currently or in the future will enable them to produce competitive products with greater capabilities or at lower costs than Quantum-Si’s or that are able to run comparable experiments at a lower total experiment cost. Any failure to compete effectively could materially and adversely affect Quantum-Si’s business, financial condition and operating results.

Following the Closing, Quantum-Si will be party to Technology and Services Exchange Agreements by and among Quantum-Si and certain affiliated companies, pursuant to which the parties will agree to share personnel and certain non-core technologies. The sharing arrangements under the agreement may prevent Quantum-Si from fully utilizing its personnel and/or the technologies shared under the agreement. Furthermore, if these agreements were to terminate, or if Quantum-Si were to lose access to these technologies and services, Quantum-Si’s business could be adversely affected.

Quantum-Si has entered into Technology and Services Exchange Agreements (the “TSEAs”) by and among Quantum-Si and other participant companies controlled by the Rothbergs, consisting of Butterfly Network, Inc., AI Therapeutics, Inc., Hyperfine Research, Inc., 4Bionics LLC, Tesseract Health, Inc., Liminal Services, Inc. and Detect, Inc. The TSEA with Butterfly Network, Inc. was signed in November 2020, and the TSEA with the remaining participant companies was signed in February 2021 and will become effective upon the Closing. Under the TSEAs, Quantum-Si and the other participant companies may, in their discretion, permit the use of certain non-core technologies, which include any technologies, information or

 

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equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, with the other participant companies. The TSEAs provide that ownership of each non-core technology shared by Quantum-Si or another participant company will remain with the company that originally shared the non-core technology. In addition, any participant company (including Quantum-Si) may, in its discretion, permit its personnel to be engaged by another participant company to perform professional, technical or consulting services for such participant. Unless otherwise agreed to by Quantum-Si and the other participant company, all rights, title and interest in and to any inventions, works-of-authorship, idea, data or know-how invented, made, created or developed by the personnel (employees, contractors or consultants) in the course of conducting services for a participant company (“Created IP”) will be owned by the participant company for which the work was performed, and the recipient participant company grants to the party that had its personnel provide the services that resulted in the creation of the Created IP a royalty-free, perpetual, limited, worldwide, non-exclusive, sub-licensable (and with respect to software, sub-licensable in object code only) license to utilize the Created IP only in the core business field of the originating participant company, including a license to create and use derivative works based on the Created IP in the originating participant’s core business field, subject to any agreed upon restrictions.

The technology and personnel-sharing arrangements under the TSEAs may prevent Quantum-Si from fully utilizing its personnel if such personnel are also being used by the other participant companies and may also cause Quantum-Si personnel to enter into agreements with or provide services to other companies that interfere with their obligations to Quantum-Si. Created IP under the TSEAs may be relevant to Quantum-Si’s business and created by Quantum-Si personnel but owned by the other participant companies. Furthermore, if the TSEAs were to terminate, or if Quantum-Si were to lose access to the technologies and services available pursuant to the TSEAs, Quantum-Si’s business could be adversely affected.

Quantum-Si may acquire other companies or technologies, which could divert its management’s attention, result in additional dilution to New Quantum-Si’s stockholders and otherwise disrupt its operations and harm its operating results.

Quantum-Si may in the future seek to acquire or invest in businesses, applications or technologies that it believes could complement or expand its existing or future products, enhance its technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause Quantum-Si to incur various costs and expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. Quantum-Si may not be able to identify desirable acquisition targets or be successful in entering into an agreement with any particular target or obtain the expected benefits of any acquisition or investment.

To date, the growth of Quantum-Si’s operations has been organic, and Quantum-Si has limited experience in acquiring other businesses or technologies. Quantum-Si may not be able to successfully integrate acquired personnel, operations and technologies, or effectively manage the combined business following an acquisition. Acquisitions could also result in dilutive issuances of equity securities, the use of its available cash, or the incurrence of debt, which could harm Quantum-Si’s operating results. In addition, if an acquired business fails to meet Quantum-Si’s expectations, its operating results, business and financial condition may suffer.

Quantum-Si may seek to enter into strategic collaborations and licensing arrangements with third parties, but Quantum-Si may not be successful in establishing or maintaining such arrangements.

Quantum-Si may seek to enter into strategic collaborations and licensing agreements with third parties to develop products based on its Time-DomainTM Sequencing technology, such as the creation and identification of content and development of new applications. However, there is no assurance that it will be successful in doing so. Establishing collaborations and licensing arrangements is difficult and time-consuming, and discussions may not lead to collaborations or licenses on favorable terms, if at all. Even if Quantum-Si establishes such relationships, if its partners do not prioritize and commit sufficient resources to develop and sell products, they may never result in the successful development or commercialization of products.

 

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Quantum-Si’s ability to use net operating losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2020, Quantum-Si had federal net operating loss carryforwards (“NOLs”), to offset future taxable income of approximately $158.2 million, of which $65.5 million will expire at various dates through 2037 if not utilized. A lack of future taxable income would adversely affect Quantum-Si’s ability to utilize these NOLs. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs and other pre-change tax attributes (such as research tax credits) to offset post-change taxable income. For these purposes, an ownership change generally occurs where the equity ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a three-year period (calculated on a rolling basis). Quantum-Si has commenced a Section 382 analysis to determine whether an ownership change has occurred. Based on its preliminary analysis, Quantum-Si believes that it did not experience an ownership change during the period of its inception of June 24, 2013 through December 31, 2020 and its net operating loss and tax credit carryforwards as of December 31, 2020 are not subject to a Section 382 limitation. Quantum-Si may undergo an ownership change in connection with the Business Combination resulting in a Section 382 limitation. In addition, if future equity offerings or acquisitions that have an equity component of the purchase price result in an ownership change, a Section 382 limitation could be imposed. Any limitation may result in the expiration of a portion of the federal net operating loss or research and development credit carryforwards before utilization, which would reduce Quantum-Si’s gross deferred tax assets and corresponding valuation allowance. Quantum-Si has recorded a full valuation allowance related to its NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

In addition to the limitations discussed above under Sections 382 of the Code, the utilization of NOLs incurred in taxable years beginning after December 31, 2017, are subject to limitations adopted by the Tax Cuts and Jobs Act (the “TCJA”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Under the TCJA, in general, NOLs generated in taxable years beginning after December 31, 2017 may offset no more than 80 percent of such year’s taxable income and there is no ability for such NOLs to be carried back to a prior taxable year. The CARES Act modifies the TCJA with respect to the TCJA’s limitation on the deduction of NOLs and provides that NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021, may be carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not be carried back. In addition, the CARES Act eliminates the limitation on the deduction of NOLs to 80 percent of current year taxable income for taxable years beginning before January 1, 2021. As a result of such limitation, we may be required to pay federal income tax in some future year notwithstanding that we have a net loss for all years in the aggregate.

If Quantum-Si’s facilities or its third-party manufacturers’ facilities become unavailable or inoperable, its research and development program and commercialization launch plan could be adversely impacted and manufacturing of its instruments and consumables could be interrupted.

Quantum-Si’s Guilford, Connecticut, facilities house its corporate, research and development and quality assurance teams. Quantum-Si’s instruments are manufactured at its third-party manufacturer’s facilities in the United States and internationally, and its consumables are manufactured at various locations in the United States and internationally.

Quantum-Si’s facilities in Guilford and those of its third-party manufacturers are vulnerable to natural disasters, public health crises, including the impact of the COVID-19 pandemic, and catastrophic events. If any disaster, public health crisis or catastrophic event were to occur, Quantum-Si’s ability to operate its business would be seriously, or potentially completely, impaired. If Quantum-Si’s facilities or its third-party manufacturer’s facilities become unavailable for any reason, Quantum-Si cannot provide assurances that it will be able to secure alternative manufacturing facilities with the necessary capabilities and equipment on acceptable terms, if at all. Quantum-Si may encounter particular difficulties in replacing its headquarters given the specialized equipment housed within it. The inability to manufacture our instruments or consumables, combined with limited inventory of manufactured instruments and consumables, may result

 

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in the loss of future customers or harm Quantum-Si’s reputation, and Quantum-Si may be unable to re-establish relationships with those customers in the future.

If Quantum-Si’s research and development program or commercialization program were disrupted by a disaster or catastrophe, the launch of new products and the timing of improvements to its products could be significantly delayed and could adversely impact its ability to compete with other available products and solutions. If Quantum-Si’s or its third-party manufacturer’s capabilities are impaired, Quantum-Si may not be able to manufacture and ship its products in a timely manner, which would adversely impact its business. Although Quantum-Si possesses insurance for damage to its property and the disruption of its business, this insurance may not be sufficient to cover all of its potential losses and may not continue to be available to Quantum-Si on acceptable terms, or at all.

If Quantum-Si experiences a significant disruption in its information technology systems or breaches of data security, its business could be adversely affected.

Quantum-Si relies, and will continue to rely on, information technology systems to keep financial and employment records, facilitate its research and development initiatives, manage its manufacturing operations, maintain quality control, fulfill customer orders, maintain corporate records, communicate with staff and external parties and operate other critical functions. Quantum-Si’s information technology systems and those of its vendors and partners are potentially vulnerable to disruption due to breakdown, malicious intrusion and computer viruses or other disruptive events, including, but not limited to, natural disasters and catastrophes. Cyberattacks and other malicious internet-based activity continue to increase and cloud-based platform providers of services have been and are expected to continue to be targeted, especially in the health care industry. Methods of attacks on information technology systems and data security breaches change frequently, are increasingly complex and sophisticated, including social engineering and phishing scams, and can originate from a wide variety of sources. In addition to traditional computer “hackers,” malicious code, such as viruses and worms, employee theft or misuse, denial-of-service attacks and sophisticated nation-state and nation-state supported actors present a constant threat, including advanced persistent threat intrusions. Despite Quantum-Si’s efforts to create security barriers to such threats, it is virtually impossible for it to entirely mitigate these risks. In August 2020, Quantum-Si discovered ransomware on a Quantum-Si server along with a ransom note seeking 50 bitcoin or approximately $500,000, to restore various files encrypted by the intruder. Quantum-Si also discovered that its Amazon Web Services account had been breached. Quantum-Si engaged third party forensics experts and outside counsel for incident response. The ensuing investigation revealed that the attack resulted from an internal developer’s use of a common tool for remote access. The attack compromised several computers in the Quantum-Si network. Quantum-Si’s investigation found evidence of snooping within the Quantum-Si network, but concluded that no data was exfiltrated and Quantum-Si did not pay ransom to the attacker because the documents that were encrypted by the attacker were sufficiently backed up. The investigation further confirmed that no Quantum-Si employee data or other personal information was accessed so the incident did not prompt regulatory or breach notification requirements. Quantum-Si implemented a number of security enhancements as the incident unfolded and continues to implement short and long term security enhancements to further secure its network. However, Quantum-Si has not finalized its information technology and data security procedures and therefore, its information technology systems may be more susceptible to cybersecurity attacks than if such security procedures were finalized. Despite any of Quantum-Si’s current or future efforts to protect against cybersecurity attacks and data security breaches, there is no guarantee that its efforts are adequate to safeguard against all such attacks and breaches. Moreover, it is possible that Quantum-Si may not be able to anticipate, detect, appropriately react and respond to, or implement effective preventative measures against, all cybersecurity incidents.