POPULATION HEALTH INVESTMENT CO., INC. Management report and analysis of the financial situation and operating results. (Form 10-Q)

References to “we”, “us”, “our” or the “Company” must Population Health Investment Co., Inc., unless the context requires otherwise. The following discussion should be read in conjunction with our unaudited summary financial statements and accompanying notes included elsewhere in this report.


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This Quarterly Report on Form
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our
forward-looking statements include, but are not limited to, statements regarding
our or our management team's expectations, hopes, beliefs, intentions or
strategies regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in this Quarterly
Report on Form
may include, for example, statements about:

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

  •   our ability to complete our initial business combination;

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

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

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

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

  •   our pool of prospective target businesses;

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

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

  •   our public securities' potential liquidity and trading;

  •   the lack of a market for our securities;

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

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

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

  •   our financial performance in the future.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs regarding future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those anticipated by us. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to differ materially from those expressed or implied by such forward-looking statements. Factors which could cause or contribute to such a discrepancy include, but are not limited to, those described under the heading “Risk Factors” in our other US Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should one of our assumptions prove incorrect, actual results may differ materially from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


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We are a blank check company incorporated on September 11, 2020 like a Cayman Islands exempt corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. We are an emerging growth company and as such we are subject to all of the risks associated with emerging growth companies.

Our sponsor is Population Health Investment Holding, Inc.a Cayman Islands
exempt company. Our registration statement for the IPO became effective on October 21, 2020. On November 20, 2020we have consummated the IPO of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”), including an additional 2,250,000 Units to cover the over-allocations (the “Plus -Allocation Units”), $10.00 per unit, generating gross proceeds of
$172.5 millionand incurring an offer fee of approximately $10.2 millioncomprising approximately $6.0 million in deferred underwriting fees.

Concurrently with the closing of the Initial Public Offering, we completed the private placement (“Private Placement”) of 3,633,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants” ), at the price of $1.50 per Private Placement Note with the Limited Partner, generating gross proceeds of approximately $5.5 million.

Upon the closing of the Initial Public Offering and the Private Placement,
$172.5 million ($10.00 per Unit) of the net proceeds of the Initial Public
Offering and certain of the proceeds of the Private Placement were placed in a
Trust Account, located in the United States with Continental Stock Transfer &
Trust Company acting as trustee, and invested only in U.S. "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act
having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule
promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier
of: (i) the completion of a Business Combination and (ii) the distribution of
the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds from the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are for be applied generally to the effect of a business combination.

If we have not completed a Business Combination within 24 months from the
closing of the Initial Public Offering, or November 20, 2022 (the "Combination
Period"), we will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its income taxes, if any (less
up to $100,000 of interest to pay dissolution expenses), divided by the number
of the then-outstanding Public Shares, which redemption will completely
extinguish Public Shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the
remaining shareholders and the board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to the Company's obligations under
Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law.

Liquidity and going concern

From March 31, 2022we had about $130,000 in our operating bank accounts and a working capital deficit of approximately $456,000.

Prior to the completion of the IPO, our liquidity needs had been met by an inflow of $25,000 from our sponsor to cover certain offering costs in exchange for the issuance of Founder Shares, the loan of $300,000 of our sponsor under a promissory note (“note”), and the proceeds of completion of the private placement not held in the trust account. From March 31, 2022 the note remains in circulation. In addition, in order to fund transaction costs associated with a business combination, our sponsor may, but is not obligated to, provide us with working capital loans. To date, there was no amount outstanding under a working capital loan.


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As part of the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity condition, the date of the judicial liquidation and subsequent dissolution as well as an operating deficit raise substantial doubts about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying values ​​of assets or liabilities if the Company were to liquidate after November 20, 2022. Management continues to seek to complete a business combination prior to the mandatory liquidation date.

Management continues to assess the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an adverse effect on our financial condition, results of operations and/ or the search for a target company, the specific impact is not readily determinable at the date of the financial statements included in this report. The summary financial statements included in this report do not include any adjustments that may result from the outcome of this uncertainty.

In February 2022the Russian Federation and Belarus started a military action with the country of Ukraine. As a result of this action, various nations, including United Statesinstituted economic sanctions against
Russian Federation and Belarus. The impact of this action and related sanctions on the global economy cannot be determined as of the date of this report. In addition, the specific impact of this action on our financial condition, results of operations and cash flows also cannot be determined as of the date of this report.

Operating results

All our activity since its creation until March 31, 2022 was in preparation for our formation and preparation for our IPO. We will not generate any operating income until the earliest closing and completion of our first business combination.

For the three months ended March 31, 2022we had a net income of about
$1.9 millioncomposed of approximately $2.2 million the change in fair value of derivative liabilities related to warrants, partially offset by approximately
$261,000 in general and administrative expenses, and approximately $10,000 the net loss of the investments held in the trust account.

For the three months ended March 31, 2021we had a net income of about
$1.8 millioncomposed of approximately $2.1 million the change in fair value of derivative liabilities related to warrants, and approximately $3,000 in net gain from investments held in the trust account, partially offset by approximately
$360,000 in general and administrative costs.

Contractual obligations

Registration and rights of shareholders

Holders of Founder Shares, Private Placement Warrants, Class A common stock underlying the Private Placement Warrants and warrants issuable upon conversion of the Working Capital Loans (and any Class A common stock issuable upon exercise of the Private Placement Warrants and warrants issuable upon conversion of working capital loans) are entitled to registration rights under a recording rights agreement. Holders of these securities have the right to make up to three requests, excluding simplified requests, that we register these securities. Such holders will be entitled to certain registration fees on demand and “piggyback”. We will pay for expenses incurred in filing such registration statements.

Subscription agreement

We granted the underwriters a
option from the final prospectus relating to the Initial Public Offering to
purchase up to 2,250,000 additional Units to cover over-allotments, if any, at
the Initial Public Offering price less the underwriting discounts and
commissions. On November 20, 2020, the underwriters fully exercised their
over-allotment option.


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Subscribers were entitled to a subscription discount of $0.20 per unit, or
$3.5 million in aggregate, paid upon closing of the IPO. Besides, $0.35 per unit, i.e. approximately $6.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred commission will become payable to the underwriters from amounts held in the trust account only in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

Significant Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. A summary of our significant accounting policies is
included in Note 2 to our condensed financial statements in Part I, Item 1 of
this Quarterly Report. Certain of our accounting policies are considered
critical, as these policies are the most important to the depiction of our
condensed financial statements and require significant, difficult or complex
judgments, often employing the use of estimates about the effects of matters
that are inherently uncertain. Such policies are summarized in the Management's
Discussion and Analysis of Financial Condition and Results of Operations section
in our 2021 Annual Report on Form
filed with the SEC on March 30, 2022. There have been no significant changes in
the application of our critical accounting policies during the three months
ended March 31, 2022.

Recent accounting pronouncements

See note 2 of the unaudited summary financial statements included in part I, point 1 of this quarterly report for a discussion of recent accounting pronouncements.

Employment Act

The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act will be allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
growth companies. As a result, our unaudited condensed financial statements may
not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates. Additionally, we are in the
process of evaluating the benefits of relying on the other reduced reporting
requirements provided by the JOBS Act. Subject to certain conditions set forth
in the JOBS Act, if, as an "emerging growth company," we choose to rely on such
exemptions we may not be required to, among other things, (a) provide an
auditor's attestation report on our system of internal controls over financial
reporting pursuant to Section 404 of the JOBS Act, (b) provide all of the
compensation disclosure that may be required of
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (c) comply with any requirement that may be adopted by the
Public Company Accounting and Oversight Board regarding mandatory audit firm
rotation or a supplement to the auditor's report providing additional
information about the audit and the unaudited condensed financial statements
(auditor discussion and analysis) and (d) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of our Chief Executive Officer's
compensation to median employee compensation. These exemptions will apply for a
period of five years following the IPO Closing Date or until we are no longer an
"emerging growth company," whichever is earlier.

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