Quantum-Si, a pioneer in semiconductor chip-based proteomics, to combine with HighCape Capital Acquisition

Quantum-Si Incorporated, a pioneer in next generation semiconductor chip-based proteomics, and HighCape Capital Acquisition a special purpose acquisition company sponsored by HighCape Capital LP, announced that they have entered into a definitive business combination agreement. Upon completion of the transaction, the combined company’s Class A common stock is expected to be traded on The Stock Market under the symbol “QSI”.

Company Overview

Quantum-Si has created the first next-generation protein sequencing platform with the goal of revolutionizing the growing field of proteomics. Our unique semiconductor chip has the power to decode the molecules of life, starting with proteins, and holds the potential to expand the scale of the genomics and proteomics market beyond that of next-generation DNA sequencing.   

QSi’s end-to-end solution, including Carbon and Platinum, which is on track to launch commercially in 2022 for research use, has the potential to significantly disrupt an existing addressable $21 billion market of pharmaceutical, academic research and drug discovery. The platform also may enable new diagnostic applications in healthcare.

Management Comments

“Quantum-Si’s business strategy aligns well with our investment philosophy. We have confidence that this highly passionate and experienced management team is well-positioned to deliver on its bold vision of revolutionizing the proteomics market,” said Kevin Rakin, Chief Executive Officer of HighCape Capital. “We look forward to supporting Quantum-Si and building a sustainable business that will be a disruptive force in the proteomics industry in the years to come.”

“I was lucky enough to be involved in the invention of next-generation DNA sequencing, so it’s fitting that my team will bring next-generation protein sequencing to the world. DNA sequencing changed medicine and research by revealing what could happen in the body; protein sequencing shows what is happening right now,” said Dr. Jonathan Rothberg, Founder of Quantum-Si. “We aim to continue to democratize medicine, by developing the field of proteomics to make a significant impact on drug discovery, academic research, and diagnostics.”

Key Transaction Terms

The transaction is expected to deliver up to $540 million of gross proceeds, including up to $115 million of cash held in HighCape’s trust account (assuming no redemptions are effected). The transaction is further supported by a $425 million PIPE at $10.00 per share, led by Foresite Capital Management, Eldridge, accounts advised by ARK Invest, Glenview Capital Management, and Redmile. The combined company is projected to have approximately $514 million in cash on the balance sheet after closing.

Assuming no public stockholders of HighCape exercise their redemption rights, ownership of the combined company immediately following the closing is expected to be comprised of current QSi equity holders (60.8%), HighCape stockholders (7.9%), HighCape’s sponsors and Foresite Capital Management,(2.2%), and PIPE investors (29.1%). Upon the closing of the transaction, Dr. Jonathan Rothberg will become Executive Chairman and hold a controlling voting interest in the combined company through his holdings of 20x voting Class B common stock.

The transaction, which has been unanimously approved by the Boards of Directors of Quantum-Si and HighCape, is subject to approval by the Company’s stockholders, HighCape’s stockholders and other customary closing conditions. The proposed business combination is expected to be completed in the second quarter of 2021.

A more detailed description of the transaction terms and a copy of the business combination agreement will be included in a Current Report on Form 8-K to be filed by HighCape with the United States Securities and Exchange Commission (“SEC”). HighCape will file a registration statement (which will contain a joint proxy statement/prospectus) with the SEC in connection with the transaction.