target business will not be limited to a particular industry or geographic location, although we intend to focus our search on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business, focusing on the healthcare and biopharma industry.
On August 13, 2020, Sarissa Capital Acquisition Sponsor LLC, our sponsor (the “Sponsor”) paid $25,000 to cover certain offering costs and formation costs of the Company in consideration for 5,031,250 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). The Sponsor had agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. On October 23, 2020, the underwriter partially exercised its over-allotment option, hence, 625,000 Founder Shares were no longer subject to forfeiture, and 31,250 Founder Shares were forfeited, resulting in an aggregate of 5,000,000 Founders Shares issued and outstanding, so that the number of shares of Class B ordinary shares collectively equaled 20% of the Company’s issued and outstanding ordinary shares after the IPO.
On October 23, 2020, we consummated our initial public offering (“IPO”) of 20,000,000 units, including the issuance of 2,500,000 units as a result of the underwriter’s partial exercise of its over-allotment option. Each unit consisted of one Class A ordinary share, par value $0.0001 per share, and
one-third
of one redeemable warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000.
Simultaneously with the consummation of the IPO, we consummated the private placement (“Private Placement”) of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating total proceeds of $6,000,000. 3,333,333 of the Private Placement Warrants were purchased by the Sponsor, and 666,667 Private Placement Warrants were purchased by the underwriter. The Private Placement Warrants are identical to the warrants sold in the IPO, except that the Private Placement Warrants are
non-redeemable
and may be exercised on a cashless basis, in each case, so long as they continue to be held by the initial purchaser or its permitted transferees. The purchasers of the Private Placement Warrants have agreed not to transfer, assign, or sell any of the Private Placement Warrants or the Class A ordinary shares underlying the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of our initial business combination and, for as long as the Private Placement Warrants are held by the underwriter or its designees or affiliates, until the expiration of the
lock-up
and registration rights limitations imposed by FINRA Rule 5110 and five years from the effective date of the registration statement for our IPO.
Transaction costs to date amounted to $11,586,282, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriter’s fee and $586,282 of other costs. In addition, $1,097,856 was held as cash outside of the trust account established in connection with the IPO and is available for working capital purposes.
For further details regarding our business, see the section titled “Proposed Business” contained in our prospectus dated October 20, 2020, incorporated by reference herein (the “prospectus”).
Effecting a Business Combination
We are not presently engaged in, and we will not engage in, any operations until after the consummation of our initial business combination. We intend to utilize cash derived from the proceeds of our IPO and the private placement of Private Placement Warrants, our capital stock, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds of the IPO and the private placement of Private Placement Warrants are intended to be applied generally toward effecting a business combination, the proceeds are not otherwise being designated for any more specific purposes.
If we pay for our initial business combination using stock or debt securities, or we do not use all of the funds released from the trust account for payment of the purchase price in connection with our business combination or for redemptions or purchases of our ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.