0001104659-21-088952 | S-1 | XBRL Viewer

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents in its operating account as of March 31, 2021 and December 31, 2020.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, and December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $6,797,377 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice model methodology.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants, sold in the Initial Public Offering and in the sale of the Private Placement Units, to purchase 3,968,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11).

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020.

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING	3 Months Ended	7 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2021	Dec. 31, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT	3 Months Ended	7 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2021	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 405,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,050,000. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless.	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 405,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,050,000. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless.

RELATED PARTY TRANSACTIONS	3 Months Ended	7 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services.	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from June 10, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services.

COMMITMENTS AND CONTINGENCIES	3 Months Ended	7 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2021	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically 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, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (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 to HighCape for no consideration and automatically cancelled.	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY	3 Months Ended	7 Months Ended
STOCKHOLDERS' EQUITY	Mar. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,696,667 and 1,656,077 shares of Class A common stock issued and outstanding, excluding 9,208,333 and 10,248,923 Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 1,656,077 shares of Class A common stock issued and outstanding, excluding 10,248,923 Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

WARRANT LIABILITY

7 Months Ended

Dec. 31, 2020

WARRANT LIABILITY

WARRANT LIABILITY

NOTE 9. WARRANT LIABILITY

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption (the “30‑day redemption period”) to each warrant holder; and

if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

INCOME TAX

7 Months Ended

Dec. 31, 2020

INCOME TAX

INCOME TAX

NOTE 10. INCOME TAX

The Company’s net deferred tax asset is summarized as follows as of December 31, 2020:


Deferred tax asset
Net operating loss carryforward	$	13,427
Organizational costs/startup expenses		41,833
Total deferred tax assets		55,260
Valuation allowance		(55,260)
Deferred tax asset, net of allowance	$	—

The income tax provision (benefit) consists of the following for the period June 10, 2020 (inception) through December 31, 2020:


Federal
Current	$	—
Deferred		(55,260)
State
Current	$	—
Deferred		—
Change in valuation allowance		55,260
Income tax provision	$	—

As of December 31, 2020, the Company had $63,937 of U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 10, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $55,260.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liability	(19.5)	%
Change in valuation allowance	(1.5)	%
Income tax provision	0.0	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

FAIR VALUE MEASUREMENTS

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $115,003,881 and $115,002,152 in money market funds, which are invested in U.S. Treasury Securities, respectively. During the three months ended March 31, 2021 and year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021, there were 3,833,333 Public Warrants and 135,000 Private Placement Warrants outstanding.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,003,880	$	115,002,152

Liabilities:
Warrant Liability – Public Warrants	1	$	12,534,999	$	4,370,000
Warrant Liability – Private Placement Warrants	3	$	510,300	$	115,250

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as January 1, 2021	$	155,250	$	4,370,000	$	4,525,250
Change in valuation inputs or other assumptions		355,050		8,164,999		8,520,049
Fair value as of March 31, 2021	$	510,300	$	12,534,999	$	13,045,299

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020:


		March		December
Input		31, 2021		31, 2020
Risk-free interest rate		0.94	%		0.41	%
Trading days per year		252			252
Expected volatility		34.0	%		18.6	%
Exercise price	$	11.50		$	11.50
Stock Price	$	11.92		$	10.15

NOTE 11. FAIR VALUE MEASUREMENTS

At December 31, 2020, assets held in the Trust Account were comprised of $115,002,152 in money market funds, which are invested in U.S. Treasury Securities. During the period from June 10, 2020 (inception) through December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


		December 31,
	Level	2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,002,152

Liabilities:
Warrant Liability - Public Warrants	1	$	4,370,000
Warrant Liability - Private Placement Warrants	3	$	155,250

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.

The Private Placement Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. As of December 31, 2020, the significant assumptions used in preparing the option pricing model for valuing the warrant liability of the Private Placement Warrants include (i) volatility of 18.6%, (ii) risk-free interest rate of 0.41%, (iii) strike price ($11.50), (iv) fair value of common stock ($10.15), and (v) expected life of 4.4 years.

The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31, 2020 (Private Warrants only):


	September 9,
	2020 (Initial			September 30,			December 31,
Input	Measurement)			2020			2020
Risk-free interest rate		0.34	%		0.34	%		0.34	%
Trading days per year		252			252			252
Expected volatility		27.0	%		27.0	%		27.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	10.00

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of June 10, 2020 (inception)	$	—	$	—	$	—
Initial measurement on September 9, 2020		48,600		1,380,000		1,428,600
Change in valuation inputs or other assumptions		106,650		2,990,000		3,096,650
Fair value as of December 31, 2020	$	155,250	$	4,370,000	$	4,525,250

On October 26, 2020, our Publicly Warrants were separated from our Units and began trading, at which point the Warrant Liability related to the Publicly Warrants transferred from a Level 3 liability to a Level 1 liability. The value of the Publicly Warrants upon transfer was $3,545,833. The value of the Public Warrants at 12/31/20 was $4,370,000.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

SUBSEQUENT EVENTS	3 Months Ended	7 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As described in Note 1, the Company completed the Business Combination on June 10, 2021.	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically 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, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (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 to HighCape for no consideration and automatically cancelled. As described in Note 1, the Company completed the Business Combination on June 10, 2021.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Emerging Growth Company

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11).

Net Income (Loss) Per Common Share

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

7 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Schedule of impact of the restatement on financial statements


	As
	Previously				As
	Reported		Adjustments		Restated

Balance sheet as of September 9, 2020 (audited)
Warrant Liability	$	—	$	1,428,600	$	5,598,227
Total Liabilities		4,169,627		1,428,600		5,598,227
Class A Common Stock Subject to Possible Redemption		107,276,620		(1,428,600)		105,848,020
Class A Common Stock		118		15		133
Additional Paid-in Capital		5,000,597		226,586		5,227,183
Accumulated Deficit		(1,000)		(226,601)		(227,601)

Number of Class A Common Stock Subject to Redemption		10,727,662		(142,860)		10,584,802

Balance sheet as of September 30, 2020 (unaudited)
Warrant Liability	$	—	$	1,825,433	$	1,825,433
Total Liabilities		4,113,342		1,825,433		5,938,775
Class A Common Stock Subject to Possible Redemption		107,226,360		(1,825,433)		105,400,927
Class A Common Stock		118		19		137
Additional Paid-in Capital		5,050,857		623,415		5,674,272
Accumulated Deficit		(51,253)		(623,434)		(674,687)

Number of Class A Common Stock Subject to Redemption		10,722,636		(182,543)		10,540,093

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—	$	4,525,250	$	4,525,250
Total Liabilities		4,171,558		4,525,250		8,696,808
Class A Common Stock Subject to Possible Redemption		107,014,480		(4,525,250)		102,489,230
Class A Common Stock		120		46		166
Additional Paid-in Capital		5,262,735		3,323,205		8,585,940
Accumulated Deficit		(263,139)		(3,323,251)		(3,586,390)

Number of Class A Common Stock Subject to Redemption		10,701,448		(452,525)		10,248,923

Three months ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—	$	396,833	$	396,833
Transactions costs allocated to warrant liability		—		226,601		226,601
Net loss		(50,253)		(623,434)		(673,687)
Weighted average shares outstanding of Class A redeemable common stock		11,500,000		—		11,500,000
Basic and diluted net loss per share, Class A redeemable common stock		—		—		—
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		3,280,000		—		3,280,000
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.02)		(0.14)		(0.16)


Period from June 10, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—	$	396,833	$	396,833
Transactions costs allocated to warrant liability		—		226,601		226,601
Net loss		(51,253)		(623,434)		(574,687)
Weighted average shares outstanding of Class A redeemable common stock		11,500,000		—		11,500,000
Basic and diluted net income per share, Class A redeemable common stock		—		—		—
Weighted average shares outstanding of Class A and Class B non-redeemable common stock		3,280,000		—		3,280,000
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.02)		(0.14)		(0.16)

Period from June 10, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—	$	3,096,650	$	3,096,650
Transactions costs		—		226,601		226,601
Net loss		(263,139)		(3,323,251)		(3,586,390)
Weighted average shares outstanding of Class A redeemable common stock		11,500,000		—		11,500,000
Basic and diluted net income per share, Class A redeemable common stock		—		—		—
Weighted average shares outstanding of Class A and Class B non-redeemable common shares		3,100,220		—		3,100,220
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.08)		(1.08)		(1.16)


Cash Flow Statement for the Period from June 10, 2020 (inception) to September 30, 2020 (unaudited)
Net loss	$	(51,253)	$	(623,434)	$	(674,687)
Allocation of initial public offering costs				226,601		226,601
Change in fair value of warrant liability		—		396,833		396,833
Initial classification of warrant liability		—		1,428,600		1,428,600
Initial classification of common stock subject to possible redemption		107,276,620		(1,428,600)		105,848,020
Change in value of common stock subject to possible redemption		(50,260)		(396,833)		(447,093)

Cash Flow Statement for the Period from June 10, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(263,139)	$	(3,323,251)	$	(3,586,390)
Allocation of initial public offering costs		—		226,601		226,601
Change in fair value of warrant liability		—		3,096,650		3,096,650
Initial classification of warrant liability		—		1,428,600		1,428,600
Initial classification of common stock subject to possible redemption		107,276,620		(1,428,600)		105,848,020
Change in value of common stock subject to possible redemption		(103,590)		(3,255,200)		(3,358,790)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of calculation of basic and diluted net income (loss) per common share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

INCOME TAX (Tables)

7 Months Ended

Dec. 31, 2020

INCOME TAX

Schedule of net deferred tax asset


Deferred tax asset
Net operating loss carryforward	$	13,427
Organizational costs/startup expenses		41,833
Total deferred tax assets		55,260
Valuation allowance		(55,260)
Deferred tax asset, net of allowance	$	—

Schedule of income tax provision (benefit)


Federal
Current	$	—
Deferred		(55,260)
State
Current	$	—
Deferred		—
Change in valuation allowance		55,260
Income tax provision	$	—

Schedule of reconciliation of the federal income tax rate to our effective tax rate


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liability	(19.5)	%
Change in valuation allowance	(1.5)	%
Income tax provision	0.0	%

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of assets and liabilities measured at fair value


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,003,880	$	115,002,152

Liabilities:
Warrant Liability – Public Warrants	1	$	12,534,999	$	4,370,000
Warrant Liability – Private Placement Warrants	3	$	510,300	$	115,250


		December 31,
	Level	2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,002,152

Liabilities:
Warrant Liability - Public Warrants	1	$	4,370,000
Warrant Liability - Private Placement Warrants	3	$	155,250

Schedule of initial measurement of key inputs for Private Placement Warrants and Public Warrants

The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020:


		March		December
Input		31, 2021		31, 2020
Risk-free interest rate		0.94	%		0.41	%
Trading days per year		252			252
Expected volatility		34.0	%		18.6	%
Exercise price	$	11.50		$	11.50
Stock Price	$	11.92		$	10.15


	September 9,
	2020 (Initial			September 30,			December 31,
Input	Measurement)			2020			2020
Risk-free interest rate		0.34	%		0.34	%		0.34	%
Trading days per year		252			252			252
Expected volatility		27.0	%		27.0	%		27.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	10.00

Schedule of changes in fair value of warrant liabilities

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as January 1, 2021	$	155,250	$	4,370,000	$	4,525,250
Change in valuation inputs or other assumptions		355,050		8,164,999		8,520,049
Fair value as of March 31, 2021	$	510,300	$	12,534,999	$	13,045,299

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of June 10, 2020 (inception)	$	—	$	—	$	—
Initial measurement on September 9, 2020		48,600		1,380,000		1,428,600
Change in valuation inputs or other assumptions		106,650		2,990,000		3,096,650
Fair value as of December 31, 2020	$	155,250	$	4,370,000	$	4,525,250

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Details)					1 Months Ended	3 Months Ended	7 Months Ended
	Feb. 18, 2021 USD ($) $ / shares shares	Sep. 09, 2020 USD ($) $ / shares shares	Jun. 30, 2020 shares	Jun. 10, 2020 USD ($) shares	Jun. 30, 2020 shares	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares							11,500,000
Aggregate amount for issuance of units							$ 107,049,224
Proceeds from issuance of warrants							4,050,000
Transaction costs		$ 6,797,377				$ 6,797,377	6,797,377
Cash underwriting fees		2,300,000
Other offering costs		472,377
Deferred underwriting fee payable		$ 4,025,000				4,025,000	4,025,000
Investment of cash into Trust Account							$ 115,000,000
Sale of units \| shares							405,000
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account		80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50.00%
Minimum net tangible assets upon consummation of the Business Combination		$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent		20.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Threshold business days for redemption of public shares		10 days
Maximum net interest to pay dissolution expenses		$ 100,000
Cash operating bank account						591,130	$ 1,034,163
Issuance of ordinary shares to sponsor							25,000
Aggregate gross proceeds							25,000
Q S I Operations Inc
Subsidiary, Sale of Stock [Line Items]
Cash operating bank account						$ 26,654,000	$ 36,910,000	$ 32,930,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Conversion ratio						1	1
Common stock, voting Rights						one	one
Class A common stock \| PIPE Investor Subscription Agreements \| PIPE Investors
Subsidiary, Sale of Stock [Line Items]
Price per share \| $ / shares	$ 10.00
Number of shares issued \| shares	42,500,000
Aggregate gross proceeds	$ 425,000,000
Class A common stock \| PIPE Investor Subscription Agreements \| Foresite Funds
Subsidiary, Sale of Stock [Line Items]
Price per share \| $ / shares	$ 0.001
Number of shares issued \| shares	696,250
Aggregate gross proceeds	$ 696.25
Class B common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, voting Rights						one	one
Sponsor \| Founder Shares \| Class B common stock
Subsidiary, Sale of Stock [Line Items]
Issuance of ordinary shares to sponsor				$ 25,000
Number of shares issued \| shares			90,000	2,875,000	90,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares		11,500,000
Share price \| $ / shares		$ 10.00
Gross proceeds from sale of units		$ 115,000,000
Deferred underwriting fee payable		4,025,000
Investment of cash into Trust Account		$ 115,000,000
Sale of units \| shares		115,000,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares		1,500,000
Private Placement \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Share price \| $ / shares		$ 10.00
Number of warrants issued \| shares		405,000
Price of warrants \| $ / shares		$ 10.00
Proceeds from issuance of warrants		$ 4,050,000
Sale of units \| shares		405,000

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)		3 Months Ended		4 Months Ended	7 Months Ended
	Sep. 09, 2020	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
CONDENSED CONSOLIDATED BALANCE SHEETS
Warrant liability	$ 5,598,227	$ 13,045,299	$ 1,825,433	$ 1,825,433	$ 4,525,250
Total Liabilities	5,598,227	18,675,738	5,938,775	5,938,775	8,696,808
Class A common stock subject to possible redemption	105,848,020		105,400,927		102,489,230
Class A Common Stock	133		137	137	166
Additional Paid-in Capital	5,227,183	18,991,736	5,674,272	5,674,272	8,585,940
Accumulated Deficit	$ (227,601)	(13,992,293)	$ (674,687)	(674,687)	$ (3,586,390)
Number of Class A Common Stock Subject to Redemption	10,584,802		10,540,093		10,248,923
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Change in fair value of warrant liability		8,520,049	$ 396,833	396,833	$ 3,096,650
Transaction costs allocated to warrant liabilty			226,601	226,601	226,601
Net loss		$ (10,405,903)	(673,687)	(574,687)	$ (3,586,390)
Weighted average shares outstanding of common stock		405,000			405,000
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Net loss		$ (10,405,903)		(674,687)	$ (3,586,390)
Allocation of initial public offering costs			226,601	226,601	226,601
Change in fair value of warrant liability		8,520,049	$ 396,833	396,833	3,096,650
Initial classification of warrant liability				1,428,600	1,428,600
Initial classification of common stock subject to possible redemption				105,848,020	105,848,020
Change in value of common stock subject to possible redemption		$ 10,405,900		$ (447,093)	$ (3,358,790)
Class A redeemable common stock
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Weighted average shares outstanding of common stock		11,500,000	11,500,000	11,500,000	11,500,000
Basic and diluted income per share		$ 0.00	$ 0.00	$ 0.00	$ 0.00
Class A and Class B non-redeemable common stock
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Weighted average shares outstanding of common stock		3,280,000	3,280,000	3,280,000	3,100,220
Basic and diluted income per share		$ (3.17)	$ (0.16)	$ (0.16)	$ (1.16)
As Previously Reported
CONDENSED CONSOLIDATED BALANCE SHEETS
Total Liabilities	$ 4,169,627		$ 4,113,342	$ 4,113,342	$ 4,171,558
Class A common stock subject to possible redemption	107,276,620		107,226,360		107,014,480
Class A Common Stock	118		118	118	120
Additional Paid-in Capital	5,000,597		5,050,857	5,050,857	5,262,735
Accumulated Deficit	$ (1,000)		$ (51,253)	(51,253)	$ (263,139)
Number of Class A Common Stock Subject to Redemption	10,727,662		10,722,636		10,701,448
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Change in fair value of warrant liability				0	$ 0
Transaction costs allocated to warrant liabilty					0
Net loss			$ (50,253)	(51,253)	(263,139)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Net loss				(51,253)	(263,139)
Allocation of initial public offering costs					0
Change in fair value of warrant liability				0	0
Initial classification of warrant liability				0	0
Initial classification of common stock subject to possible redemption				107,276,620	107,276,620
Change in value of common stock subject to possible redemption				$ (50,260)	$ (103,590)
As Previously Reported \| Class A redeemable common stock
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Weighted average shares outstanding of common stock			11,500,000	11,500,000	11,500,000
Basic and diluted income per share			$ 0.00	$ 0.00	$ 0.00
As Previously Reported \| Class A and Class B non-redeemable common stock
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Weighted average shares outstanding of common stock			3,280,000	3,280,000	3,100,220
Basic and diluted income per share			$ (0.02)	$ (0.02)	$ (0.08)
Adjustments
CONDENSED CONSOLIDATED BALANCE SHEETS
Warrant liability	$ 1,428,600		$ 1,825,433	$ 1,825,433	$ 4,525,250
Total Liabilities	1,428,600		1,825,433	1,825,433	4,525,250
Class A common stock subject to possible redemption	(1,428,600)		(1,825,433)		(4,525,250)
Class A Common Stock	15		19	19	46
Additional Paid-in Capital	226,586		623,415	623,415	3,323,205
Accumulated Deficit	$ (226,601)		$ (623,434)	(623,434)	$ (3,323,251)
Number of Class A Common Stock Subject to Redemption	(142,860)		(182,543)		(452,525)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Change in fair value of warrant liability			$ 396,833	396,833	$ 3,096,650
Transaction costs allocated to warrant liabilty			226,601	226,601	226,601
Net loss			(623,434)	(623,434)	(3,323,251)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Net loss				(623,434)	(3,323,251)
Allocation of initial public offering costs			226,601	226,601	226,601
Change in fair value of warrant liability			$ 396,833	396,833	3,096,650
Initial classification of warrant liability				1,428,600	1,428,600
Initial classification of common stock subject to possible redemption				(1,428,600)	(1,428,600)
Change in value of common stock subject to possible redemption				$ (396,833)	$ (3,255,200)
Adjustments \| Class A redeemable common stock
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Basic and diluted income per share			$ 0.00	$ 0.00	$ 0.00
Adjustments \| Class A and Class B non-redeemable common stock
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Basic and diluted income per share			$ (0.14)	$ (0.14)	$ (1.08)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		4 Months Ended	7 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest Income	$ 1,729			$ 2,152
Net Earnings	$ (10,405,903)	$ (673,687)	$ (574,687)	$ (3,586,390)
Redeemable Class A Common Stock, Basic and Diluted	405,000			405,000
Net loss	$ (10,405,903)	$ (673,687)	$ (574,687)	$ (3,586,390)
Weighted average shares outstanding of common stock	405,000			405,000
Non-Redeemable Class A and B Common Stock, Basic and Diluted	(405,000)			(405,000)
Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Redeemable Class A Common Stock, Basic and Diluted				11,500,000
Weighted average shares outstanding of common stock				11,500,000
Non-Redeemable Class A and B Common Stock, Basic and Diluted				(11,500,000)
Class A common stock \| Redeemable Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest Income	$ 1,729			$ 2,152
Income and Franchise Tax	$ (1,729)			$ 2,152
Redeemable Class A Common Stock, Basic and Diluted	11,500,000			11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$ 0.00			$ 0.00
Weighted average shares outstanding of common stock	11,500,000			11,500,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$ (0.00)			$ (0.00)
Non-Redeemable Class A and B Common Stock, Basic and Diluted	(11,500,000)			(11,500,000)
Common Class A and B \| Non-Redeemable warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net Earnings	$ (10,405,903)			$ (3,586,390)
Redeemable Class A Common Stock, Basic and Diluted	3,280,000			3,100,220
Earnings/Basic and Diluted Redeemable Class A Common Stock	$ 3.17			$ 1.16
Net loss	$ (10,405,903)			$ (3,586,390)
Non-Redeemable Net Loss	$ (10,405,903)			$ (3,589,390)
Weighted average shares outstanding of common stock	3,280,000			3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$ (3.17)			$ (1.16)
Non-Redeemable Class A and B Common Stock, Basic and Diluted	(3,280,000)			(3,100,220)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption, Offering Costs and Income Taxes (Details) - USD ($)		3 Months Ended	7 Months Ended
	Sep. 09, 2020	Mar. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs	$ 6,797,377	$ 6,797,377	$ 6,797,377
Unrecognized tax benefits		0	0
Unrecognized tax benefits accrued for interest and penalties		$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) - shares	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Redeemable warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded since their inclusion would be anti-dilutive	3,968,333	3,968,333

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FDIC insured amount	$ 250,000	$ 250,000

INITIAL PUBLIC OFFERING (Details) - $ / shares		7 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Sep. 09, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units issued		11,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	11,500,000
Share price	$ 10.00
Number of shares in a unit	1
Number of warrants in a unit	0.33
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,500,000

PRIVATE PLACEMENT (Details) - USD ($)		7 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Sep. 09, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants		$ 4,050,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Private Placement \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	405,000
Price of warrants	$ 10.00
Proceeds from issuance of warrants	$ 4,050,000
Private Placement \| Class A common stock
Subsidiary, Sale of Stock [Line Items]
Shares issuable per warrant	0.33

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			1 Months Ended	3 Months Ended	7 Months Ended
	Jun. 30, 2020	Jun. 10, 2020	Jun. 30, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Issuance of ordinary shares to sponsor					$ 25,000
Class B common stock
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%	20.00%
Class B common stock \| Sponsor \| Founder Shares
Related Party Transaction [Line Items]
Number of shares issued	90,000	2,875,000	90,000
Issuance of ordinary shares to sponsor		$ 25,000
Number of shares transferred (in shares)	30,000		30,000
Number of shares subject to forfeiture (in shares)		375,000		375,000	375,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days	150 days
Class B common stock \| Sponsor Holding \| Founder Shares
Related Party Transaction [Line Items]
Number of shares issued	2,785,000		2,785,000

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)		3 Months Ended	7 Months Ended
	Sep. 03, 2020	Mar. 31, 2021	Dec. 31, 2020	Sep. 09, 2020	Jun. 10, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 99,627
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum amounts of transaction					$ 300,000
Outstanding amount				$ 99,627
Related Party Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants		$ 1,500,000	$ 1,500,000
Price of warrants (in dollars per share)		$ 10.00	$ 10.00
Related party notes, outstanding balance		$ 0	$ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Incurred fees for services		$ 30,000	$ 40,000

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Sep. 09, 2020
COMMITMENTS AND CONTINGENCIES
Deferred fee per unit	$ 0.35	$ 0.35
Deferred underwriting fee payable	$ 4,025,000	$ 4,025,000	$ 4,025,000

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Shares subject to possible redemption		10,248,923
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized	380,000,000	380,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one	one
Common stock, shares issued	2,696,667	1,656,077
Common stock, shares outstanding	2,696,667	1,656,077
Shares subject to possible redemption	9,208,333	10,248,923
Conversion ratio	1	1
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one	one
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%	20.00%

WARRANT LIABILITY (Details) - Redeemable warrants - $ / shares	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months	12 months
Public Warrants expiration term	5 years	5 years
Threshold period for filling registration statement after business combination	15 days	15 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 0.01	$ 0.01
Threshold issue price per share	$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%	60.00%
Threshold trading days determining volume weighted average price	20 days	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%	115.00%
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)	180	180
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Threshold period for filling registration statement after business combination	20 days	20 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00	$ 18.00
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Redemption period	30 days	30 days
Threshold business days before sending notice of redemption to warrant holders	3 days	3 days

INCOME TAX - Net Deferred Tax Asset (Details)	Dec. 31, 2020 USD ($)
Deferred tax assets
Net operating loss carryforward	$ 13,427
Organizational costs/Startup expenses	41,833
Total deferred tax assets	55,260
Valuation allowance	(55,260)
Deferred tax assets, net of allowance	$ 0

INCOME TAX - Income Tax Provision Benefit (Details)	7 Months Ended
INCOME TAX - Income Tax Provision Benefit (Details)	Dec. 31, 2020 USD ($)
Federal
Deferred	$ (55,260)
Change in valuation allowance	55,260
Income tax provision	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

INCOME TAX - Additional Information (Details)	Dec. 31, 2020 USD ($)
INCOME TAX
U.S. federal and state net operating loss carryovers available to offset future taxable income	$ 63,937

INCOME TAX - Reconciliation Of The Federal Income Tax Rate To Our Effective Tax Rate (Details)	7 Months Ended
	Dec. 31, 2020
INCOME TAX
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liability	(19.50%)
Change in valuation allowance	(1.50%)
Income tax provision	0.00%

FAIR VALUE MEASUREMENTS (Details)		3 Months Ended	7 Months Ended
FAIR VALUE MEASUREMENTS (Details)	Oct. 26, 2020 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) Y $ / shares	Sep. 30, 2020	Sep. 09, 2020	Jun. 10, 2020 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset held in Trust account		$ 115,003,881	$ 115,002,152
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants initial measurement			27.0	27.0	27.0
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants initial measurement			0.34	0.34	0.34
U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund			$ 115,002,152
U.S. Treasury Securities \| Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund		115,003,880	115,002,152
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund			115,002,152
Redeemable warrants \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair values of warrants upon transfers		8,520,049	3,096,650
Value of warrants		13,045,299	4,525,250			$ 0
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair values of warrants upon transfers	$ 3,545,833
Value of warrants			4,370,000
Public Warrants \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair values of warrants upon transfers		8,164,999	2,990,000
Value of warrants		12,534,999	4,370,000			0
Public Warrants \| Level 1 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability		$ 12,534,999	$ 4,370,000
Private Placement Warrants \| Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants initial measurement		34.00	18.60
Private Placement Warrants \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants initial measurement		0.94	0.41
Private Placement Warrants \| Strike Price
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants initial measurement \| $ / shares			11.50
Private Placement Warrants \| Fair value of Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants initial measurement \| $ / shares			10.15
Private Placement Warrants \| Expected Life
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants initial measurement \| Y			4.4
Private Placement Warrants \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair values of warrants upon transfers		$ 355,050	$ 106,650
Value of warrants		510,300	155,250			$ 0
Private Placement Warrants \| Level 1 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability		$ 510,300	155,250
Private Placement Warrants \| Level 3 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability			$ 155,250

FAIR VALUE MEASUREMENTS - Initial measurement of key inputs for Private Placement Warrants and Public Warrants (Details)	Dec. 31, 2020 D $ / shares	Sep. 30, 2020 D $ / shares	Sep. 09, 2020 D $ / shares
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	0.34	0.34	0.34
Trading days per year
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement \| D	252	252	252
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	27.0	27.0	27.0
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	11.50	11.50	11.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	10.00	10.00	10.00

FAIR VALUE MEASUREMENTS - Changes in fair value of warrant liabilities (Details) - USD ($)		3 Months Ended	7 Months Ended
	Oct. 26, 2020	Mar. 31, 2021	Dec. 31, 2020
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as January 1, 2021		$ 4,370,000
Change in valuation inputs or other assumptions	$ 3,545,833
Fair value as of March 31, 2021			$ 4,370,000
Fair Value, Recurring \| Redeemable warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as January 1, 2021		4,525,250	0
Initial measurement on September 9, 2020			1,428,600
Change in valuation inputs or other assumptions		8,520,049	3,096,650
Fair value as of March 31, 2021		13,045,299	4,525,250
Fair Value, Recurring \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as January 1, 2021		4,370,000	0
Initial measurement on September 9, 2020			1,380,000
Change in valuation inputs or other assumptions		8,164,999	2,990,000
Fair value as of March 31, 2021		12,534,999	4,370,000
Fair Value, Recurring \| Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as January 1, 2021		155,250	0
Initial measurement on September 9, 2020			48,600
Change in valuation inputs or other assumptions		355,050	106,650
Fair value as of March 31, 2021		$ 510,300	$ 155,250

SUBSEQUENT EVENTS - Additional Information (Details) - USD ($)		7 Months Ended
	Feb. 18, 2021	Dec. 31, 2020	Mar. 31, 2021
Subsequent Event [Line Items]
Aggregate purchase price		$ 25,000
Class A common stock
Subsequent Event [Line Items]
Common stock, shares issued		1,656,077	2,696,667
Class A common stock \| PIPE Investor Subscription Agreements \| Subsequent event
Subsequent Event [Line Items]
Common stock, shares issued	42,500,000
Share price	$ 10.00
Aggregate purchase price	$ 425,000,000
Class A common stock \| Foresite Funds \| Subsequent event
Subsequent Event [Line Items]
Common stock, shares issued	696,250
Share price	$ 0.001
Aggregate purchase price	$ 696.25

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 09, 2020	Jun. 09, 2020
Current Assets
Cash	$ 591,130	$ 1,034,163
Prepaid expenses	164,058	149,727
Total Current Assets	755,188	1,183,890
Cash and cash equivalents held in Trust Account	115,003,881	115,002,152
Total Assets	115,759,069	116,186,042
Current Liabilities:
Accounts payable and accrued expenses	1,605,439	146,558
Total Current Liabilities	1,605,439	146,558
Warrant liability	13,045,299	4,525,250	$ 1,825,433	$ 5,598,227
Deferred underwriting fee payable	4,025,000	4,025,000		4,025,000
Total Liabilities	18,675,738	8,696,808	5,938,775	5,598,227
Commitments and Contingencies
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively	92,083,330	102,489,230
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock		166	137	133
Additional paid-in capital	18,991,736	8,585,940	5,674,272	5,227,183
Accumulated deficit	(13,992,293)	(3,586,390)	$ (674,687)	$ (227,601)
Total Stockholders' Equity	5,000,001	5,000,004			$ 0
Total Liabilities and Stockholders' Equity	115,759,069	116,186,042
Class A common stock
Stockholders' Equity
Common stock	270	166
Class B common stock
Stockholders' Equity
Common stock	$ 288	$ 288

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Shares subject to possible redemption		10,248,923
Shares subject to possible redemption, par value per share		$ 10.00
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Shares subject to possible redemption	9,208,333	10,248,923
Shares subject to possible redemption, par value per share	$ 10.00	$ 10.00
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued	2,696,667	1,656,077
Common stock, shares outstanding	2,696,667	1,656,077
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		4 Months Ended	7 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Formation and general and administrative expenses	$ 1,887,583			$ 265,291
Loss from operations	(1,887,583)			(265,291)
Other income (expense):
Interest earned on cash and cash equivalents held in Trust Account	1,729			2,152
Change in fair value of warrant liability	(8,520,049)	$ (396,833)	$ (396,833)	(3,096,650)
Transaction costs allocated to warrant liabilty		(226,601)	(226,601)	(226,601)
Net loss	$ (10,405,903)	$ (673,687)	$ (574,687)	$ (3,586,390)
Weighted average shares outstanding of common stock	405,000			405,000
Class A common stock
Other income (expense):
Weighted average shares outstanding of common stock				11,500,000
Class B common stock
Other income (expense):
Weighted average shares outstanding of common stock				3,100,220
Class A redeemable common stock
Other income (expense):
Weighted average shares outstanding of common stock	11,500,000	11,500,000	11,500,000	11,500,000
Basic and diluted income per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Class A and Class B non-redeemable common stock
Other income (expense):
Weighted average shares outstanding of common stock	3,280,000	3,280,000	3,280,000	3,100,220
Basic and diluted income per share	$ (3.17)	$ (0.16)	$ (0.16)	$ (1.16)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class A common stock Common Stock	Class B common stock Common Stock	Additional Paid-in Capital	(Accumulated Deficit)/ Retained Earnings	Total
Balance at the end at Dec. 31, 2020	$ 166	$ 288	$ 8,585,940	$ (3,586,390)	$ 5,000,004
Balance at the end (in shares) at Dec. 31, 2020	1,656,077	2,875,000
Balance at the beginning at Jun. 09, 2020	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Jun. 09, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 11,500,000 Units, net of underwriting discounts and warrant liability	$ 1,150		107,048,074		107,049,224
Sale of 11,500,000 Units, net of underwriting discounts and warrant liability (in shares)	11,500,000
Sale of 405,000 Private Placement Units, net of warrant liability	$ 41		4,001,359		4,001,400
Sale of 405,000 Private Placement Units, net of warrant liability (in shares)	405,000
Common stock subject to possible redemption	$ (1,025)		(102,488,205)		$ (102,489,230)
Common stock subject to possible redemption (in shares)	(10,248,923)				(10,248,923)
Net loss				(3,586,390)	$ (3,586,390)
Balance at the end at Dec. 31, 2020	$ 166	$ 288	8,585,940	(3,586,390)	5,000,004
Balance at the end (in shares) at Dec. 31, 2020	1,656,077	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 104	$ 0	10,405,796	0	10,405,900
Change in value of common stock subject to possible redemption (in shares)	1,040,590	0
Net loss				(10,405,903)	(10,405,903)
Balance at the end at Mar. 31, 2021	$ 270	$ 288	$ 18,991,736	$ (13,992,293)	$ 5,000,001
Balance at the end (in shares) at Mar. 31, 2021	2,696,667	2,875,000

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	3 Months Ended
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (10,405,903)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liability	8,520,049
Interest earned on marketable securities held in Trust Account	(1,729)
Changes in operating assets and liabilities:
Prepaid expenses	(14,331)
Accounts payable and accrued expenses	1,458,881
Net cash (used in) operating activities	(443,033)
Cash Flows from Financing Activities:
Net Change in Cash	(443,033)
Cash - Beginning of period	1,034,163
Cash - End of period	591,130
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Change in value of Class A common stock subject to possible redemption	$ 10,405,900

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended	7 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HighCape Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on June 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is not limited to a particular industry or sector for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from June 10, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 3, 2020. On September 9, 2020 the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 405,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to HighCape Capital Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $4,050,000, which is described in Note 4. Transaction costs amounted to $6,797,377, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fee and $472,377 of other offering costs. Following the closing of the Initial Public Offering on September 9, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until September 9, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination by the Combination Period, the Company 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 per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HighCape Capital Acquisition Corp. (the “Company” or “HighCape”) was incorporated in Delaware on June 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is not limited to a particular industry or sector for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 10, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 3, 2020. On September 9, 2020 the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 405,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to HighCape Capital Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $4,050,000, which is described in Note 5. Transaction costs amounted to $6,797,377, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fee and $472,377 of other offering costs. Following the closing of the Initial Public Offering on September 9, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 6), Private Placement Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until September 9, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination by the Combination Period, the Company 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 per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Class A Common Stock Subject to Possible Redemption

Offering Costs

Warrant Liability

Income Taxes

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11).

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING	3 Months Ended	7 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2021	Dec. 31, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT	3 Months Ended	7 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2021	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 405,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,050,000. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless.	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 405,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,050,000. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless.

RELATED PARTY TRANSACTIONS	3 Months Ended	7 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services.	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from June 10, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services.

COMMITMENTS AND CONTINGENCIES	3 Months Ended	7 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2021	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically 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, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (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 to HighCape for no consideration and automatically cancelled.	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY	3 Months Ended	7 Months Ended
STOCKHOLDERS' EQUITY	Mar. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,696,667 and 1,656,077 shares of Class A common stock issued and outstanding, excluding 9,208,333 and 10,248,923 Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 1,656,077 shares of Class A common stock issued and outstanding, excluding 10,248,923 Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

WARRANT LIABILITY

3 Months Ended

Mar. 31, 2021

WARRANT LIABILITY.

WARRANT LIABILITY

NOTE 8. WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption (the “30‑day redemption period”) to each warrant holder; and

FAIR VALUE MEASUREMENTS

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021, there were 3,833,333 Public Warrants and 135,000 Private Placement Warrants outstanding.


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,003,880	$	115,002,152

Liabilities:
Warrant Liability – Public Warrants	1	$	12,534,999	$	4,370,000
Warrant Liability – Private Placement Warrants	3	$	510,300	$	115,250

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as January 1, 2021	$	155,250	$	4,370,000	$	4,525,250
Change in valuation inputs or other assumptions		355,050		8,164,999		8,520,049
Fair value as of March 31, 2021	$	510,300	$	12,534,999	$	13,045,299

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020:


		March		December
Input		31, 2021		31, 2020
Risk-free interest rate		0.94	%		0.41	%
Trading days per year		252			252
Expected volatility		34.0	%		18.6	%
Exercise price	$	11.50		$	11.50
Stock Price	$	11.92		$	10.15

NOTE 11. FAIR VALUE MEASUREMENTS

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


		December 31,
	Level	2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,002,152

Liabilities:
Warrant Liability - Public Warrants	1	$	4,370,000
Warrant Liability - Private Placement Warrants	3	$	155,250


	September 9,
	2020 (Initial			September 30,			December 31,
Input	Measurement)			2020			2020
Risk-free interest rate		0.34	%		0.34	%		0.34	%
Trading days per year		252			252			252
Expected volatility		27.0	%		27.0	%		27.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	10.00

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of June 10, 2020 (inception)	$	—	$	—	$	—
Initial measurement on September 9, 2020		48,600		1,380,000		1,428,600
Change in valuation inputs or other assumptions		106,650		2,990,000		3,096,650
Fair value as of December 31, 2020	$	155,250	$	4,370,000	$	4,525,250

SUBSEQUENT EVENTS	3 Months Ended	7 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As described in Note 1, the Company completed the Business Combination on June 10, 2021.	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically 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, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (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 to HighCape for no consideration and automatically cancelled. As described in Note 1, the Company completed the Business Combination on June 10, 2021.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Emerging Growth Company

Cash and Cash Equivalents

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11).

Net Income (Loss) Per Common Share

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of calculation of basic and diluted net income (loss) per common share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of assets and liabilities measured at fair value


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,003,880	$	115,002,152

Liabilities:
Warrant Liability – Public Warrants	1	$	12,534,999	$	4,370,000
Warrant Liability – Private Placement Warrants	3	$	510,300	$	115,250


		December 31,
	Level	2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,002,152

Liabilities:
Warrant Liability - Public Warrants	1	$	4,370,000
Warrant Liability - Private Placement Warrants	3	$	155,250

Schedule of changes in fair value of warrant liabilities

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as January 1, 2021	$	155,250	$	4,370,000	$	4,525,250
Change in valuation inputs or other assumptions		355,050		8,164,999		8,520,049
Fair value as of March 31, 2021	$	510,300	$	12,534,999	$	13,045,299

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of June 10, 2020 (inception)	$	—	$	—	$	—
Initial measurement on September 9, 2020		48,600		1,380,000		1,428,600
Change in valuation inputs or other assumptions		106,650		2,990,000		3,096,650
Fair value as of December 31, 2020	$	155,250	$	4,370,000	$	4,525,250

Schedule of initial measurement of key inputs for Private Placement Warrants and Public Warrants

The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020:


		March		December
Input		31, 2021		31, 2020
Risk-free interest rate		0.94	%		0.41	%
Trading days per year		252			252
Expected volatility		34.0	%		18.6	%
Exercise price	$	11.50		$	11.50
Stock Price	$	11.92		$	10.15


	September 9,
	2020 (Initial			September 30,			December 31,
Input	Measurement)			2020			2020
Risk-free interest rate		0.34	%		0.34	%		0.34	%
Trading days per year		252			252			252
Expected volatility		27.0	%		27.0	%		27.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	10.00

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Details) - USD ($)		3 Months Ended	7 Months Ended
	Sep. 09, 2020	Mar. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units issued			11,500,000
Aggregate amount for issuance of units			$ 107,049,224
Proceeds from issuance of warrants			4,050,000
Transaction costs	$ 6,797,377	$ 6,797,377	6,797,377
Cash underwriting fees	2,300,000
Other offering costs	472,377
Deferred underwriting fee payable	$ 4,025,000	4,025,000	4,025,000
Investment of cash into Trust Account			$ 115,000,000
Sale of units			405,000
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination	50.00%
Minimum net tangible assets upon consummation of the Business Combination	$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent	20.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100.00%
Threshold business days for redemption of public shares	10 days
Maximum net interest to pay dissolution expenses	$ 100,000
Cash operating bank account		$ 591,130	$ 1,034,163
Issuance of ordinary shares to sponsor			$ 25,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	11,500,000
Share price	$ 10.00
Gross proceeds from sale of units	$ 115,000,000
Deferred underwriting fee payable	4,025,000
Investment of cash into Trust Account	$ 115,000,000
Sale of units	115,000,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,500,000
Private Placement \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.00
Number of warrants issued	405,000
Price of warrants	$ 10.00
Proceeds from issuance of warrants	$ 4,050,000
Sale of units	405,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		4 Months Ended	7 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest Income	$ 1,729			$ 2,152
Net Earnings	$ (10,405,903)	$ (673,687)	$ (574,687)	$ (3,586,390)
Redeemable Class A Common Stock, Basic and Diluted	405,000			405,000
Net loss	$ (10,405,903)	$ (673,687)	$ (574,687)	$ (3,586,390)
Weighted average shares outstanding of common stock	405,000			405,000
Non-Redeemable Class A and B Common Stock, Basic and Diluted	(405,000)			(405,000)
Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Redeemable Class A Common Stock, Basic and Diluted				11,500,000
Weighted average shares outstanding of common stock				11,500,000
Non-Redeemable Class A and B Common Stock, Basic and Diluted				(11,500,000)
Class A common stock \| Redeemable Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest Income	$ 1,729			$ 2,152
Income and Franchise Tax	$ (1,729)			$ 2,152
Redeemable Class A Common Stock, Basic and Diluted	11,500,000			11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$ 0.00			$ 0.00
Weighted average shares outstanding of common stock	11,500,000			11,500,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$ (0.00)			$ (0.00)
Non-Redeemable Class A and B Common Stock, Basic and Diluted	(11,500,000)			(11,500,000)
Common Class A and B \| Non-Redeemable warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net Earnings	$ (10,405,903)			$ (3,586,390)
Redeemable Class A Common Stock, Basic and Diluted	3,280,000			3,100,220
Earnings/Basic and Diluted Redeemable Class A Common Stock	$ 3.17			$ 1.16
Net loss	$ (10,405,903)			$ (3,586,390)
Non-Redeemable Net Loss	$ (10,405,903)			$ (3,589,390)
Weighted average shares outstanding of common stock	3,280,000			3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$ (3.17)			$ (1.16)
Non-Redeemable Class A and B Common Stock, Basic and Diluted	(3,280,000)			(3,100,220)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details)	Mar. 31, 2021 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption, Offering Costs and Income Taxes (Details) - USD ($)		3 Months Ended	7 Months Ended
	Sep. 09, 2020	Mar. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs	$ 6,797,377	$ 6,797,377	$ 6,797,377
Unrecognized tax benefits		0	0
Unrecognized tax benefits accrued for interest and penalties		$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) - shares	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Redeemable warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded since their inclusion would be anti-dilutive	3,968,333	3,968,333

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FDIC insured amount	$ 250,000	$ 250,000

INITIAL PUBLIC OFFERING (Details) - $ / shares		7 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Sep. 09, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units issued		11,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	11,500,000
Share price	$ 10.00
Number of shares in a unit	1
Number of warrants in a unit	0.33
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,500,000

PRIVATE PLACEMENT (Details) - USD ($)		7 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Sep. 09, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants		$ 4,050,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Private Placement \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	405,000
Price of warrants	$ 10.00
Proceeds from issuance of warrants	$ 4,050,000
Private Placement \| Class A common stock
Subsidiary, Sale of Stock [Line Items]
Shares issuable per warrant	0.33

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			1 Months Ended	3 Months Ended	7 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jun. 30, 2020 shares	Jun. 10, 2020 USD ($) shares	Jun. 30, 2020 director shares	Mar. 31, 2021 $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Issuance of ordinary shares to sponsor \| $					$ 25,000
Class B common stock
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%	20.00%
Class B common stock \| Sponsor \| Founder Shares
Related Party Transaction [Line Items]
Number of shares issued	90,000	2,875,000	90,000
Issuance of ordinary shares to sponsor \| $		$ 25,000
Number of shares transferred (in shares)	30,000		30,000
Number of directors \| director			3
Number of shares subject to forfeiture (in shares)		375,000		375,000	375,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days	150 days
Class B common stock \| Sponsor Holding \| Founder Shares
Related Party Transaction [Line Items]
Number of shares issued	2,785,000		2,785,000

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)		3 Months Ended	7 Months Ended
	Sep. 03, 2020	Mar. 31, 2021	Dec. 31, 2020	Sep. 09, 2020	Jun. 10, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 99,627
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum amounts of transaction					$ 300,000
Outstanding amount				$ 99,627
Related Party Loans
Related Party Transaction [Line Items]
Proceeds held in the Trust Account		$ 0
Maximum loans convertible into warrants		$ 1,500,000	$ 1,500,000
Price of warrants (in dollars per share)		$ 10.00	$ 10.00
Related party notes, outstanding balance		$ 0	$ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Incurred fees for services		$ 30,000	$ 40,000

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Sep. 09, 2020
COMMITMENTS AND CONTINGENCIES
Deferred fee per unit	$ 0.35	$ 0.35
Deferred underwriting fee payable	$ 4,025,000	$ 4,025,000	$ 4,025,000

COMMITMENTS AND CONTINGENCIES - Business Combination Agreement (Details) - USD ($)		7 Months Ended
	Feb. 18, 2021	Dec. 31, 2020
Commitments And Contingencies [Line Items]
Aggregate gross proceeds		$ 25,000
PIPE Investor Subscription Agreements \| PIPE Investors \| Class A common stock
Commitments And Contingencies [Line Items]
Number of shares issued	42,500,000
Price per share	$ 10.00
Aggregate gross proceeds	$ 425,000,000
PIPE Investor Subscription Agreements \| Foresite Funds \| Class A common stock
Commitments And Contingencies [Line Items]
Number of shares issued	696,250
Price per share	$ 0.001
Aggregate gross proceeds	$ 696.25

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Shares subject to possible redemption		10,248,923
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized	380,000,000	380,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one	one
Common stock, shares issued	2,696,667	1,656,077
Common stock, shares outstanding	2,696,667	1,656,077
Shares subject to possible redemption	9,208,333	10,248,923
Conversion ratio	1	1
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one	one
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%	20.00%

WARRANT LIABILITY (Details) - Redeemable warrants - $ / shares	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months	12 months
Public Warrants expiration term	5 years	5 years
Threshold period for filling registration statement after business combination	15 days	15 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 0.01	$ 0.01
Threshold issue price per share	$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%	60.00%
Threshold trading days determining volume weighted average price	20 days	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%	115.00%
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)	180	180
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Threshold period for filling registration statement after business combination	20 days	20 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00	$ 18.00
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Redemption period	30 days	30 days
Threshold business days before sending notice of redemption to warrant holders	3 days	3 days

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund		$ 115,002,152
U.S. Treasury Securities \| Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund	$ 115,003,880	115,002,152
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund		115,002,152
Public Warrants \| Level 1 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	12,534,999	4,370,000
Private Placement Warrants \| Level 1 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 510,300	155,250
Private Placement Warrants \| Level 3 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability		$ 155,250

FAIR VALUE MEASUREMENTS - Initial measurement of key inputs for Private Placement Warrants and Public Warrants (Details)	Mar. 31, 2021 D $ / shares	Dec. 31, 2020 D $ / shares	Sep. 30, 2020 D $ / shares	Sep. 09, 2020 D $ / shares
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement		0.34	0.34	0.34
Trading days per year
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement \| D		252	252	252
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement		27.0	27.0	27.0
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement		11.50	11.50	11.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement		10.00	10.00	10.00
Private Placement Warrants \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	0.94	0.41
Private Placement Warrants \| Trading days per year
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement \| D	252	252
Private Placement Warrants \| Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	34.00	18.60
Private Placement Warrants \| Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	11.50	11.50
Private Placement Warrants \| Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	11.92	10.15
Private Placement Warrants \| Fair value of Common Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement		10.15

FAIR VALUE MEASUREMENTS - Changes in fair value of warrant liabilities (Details) - USD ($)		3 Months Ended	7 Months Ended
	Oct. 26, 2020	Mar. 31, 2021	Dec. 31, 2020
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as January 1, 2021		$ 4,370,000
Change in valuation inputs or other assumptions	$ 3,545,833
Fair value as of March 31, 2021			$ 4,370,000
Fair Value, Recurring \| Redeemable warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as January 1, 2021		4,525,250	0
Change in valuation inputs or other assumptions		8,520,049	3,096,650
Fair value as of March 31, 2021		13,045,299	4,525,250
Fair Value, Recurring \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as January 1, 2021		4,370,000	0
Change in valuation inputs or other assumptions		8,164,999	2,990,000
Fair value as of March 31, 2021		12,534,999	4,370,000
Fair Value, Recurring \| Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as January 1, 2021		155,250	0
Change in valuation inputs or other assumptions		355,050	106,650
Fair value as of March 31, 2021		$ 510,300	$ 155,250

FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Asset held in Trust account	$ 115,003,881	$ 115,002,152
Fair value assets transfers in and out of level 3	0
Fair value liabilities transfers in and out of level 3	$ 0
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding	3,833,333
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding	135,000

BALANCE SHEETS	Dec. 31, 2019 USD ($)
Q S I Operations Inc
Current assets
Cash	$ 32,930,000
Prepaid expenses and other current assets	478,000
Due from related parties	458,000
Total Current Assets	33,866,000
PROPERTY AND EQUIPMENT, NET	2,551,000
OTHER ASSETS - RELATED PARTY	994,000
Total Assets	37,411,000
Current liabilities
Accounts payable	869,000
Due to related parties	44,000
Accrued expenses and other current liabilities	1,014,000
Total Current Liabilities	1,927,000
LONG-TERM LIABILITIES:
Other non-current liabilities	28,000
Total Liabilities	1,955,000
COMMITMENTS AND CONTINGENCIES (NOTE 13)
CONVERTIBLE PREFERRED STOCK
Class A common stock subject to possible redemption, 10,248,923 shares at $10.00 per share	160,555,000
STOCKHOLDERS' DEFICIT:
Additional Paid-in Capital	10,530,000
Accumulated deficit	(135,630,000)
Total Stockholders' Equity	(125,099,000)
Total Liabilities and Stockholders' Equity	37,411,000
Q S I Operations Inc \| Common Stock
STOCKHOLDERS' DEFICIT:
Class A Common Stock	1,000
Q S I Operations Inc \| Special-voting common stock
STOCKHOLDERS' DEFICIT:
Class A Common Stock	$ 0

BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Convertible preferred stock, par value		$ 10.00
Shares Outstanding		10,248,923
Q S I Operations Inc
Convertible preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Convertible preferred stock, aggregate liquidation preference	$ 216	$ 216	$ 180
Convertible preferred stock, shares authorized	92,078,549	92,078,549	84,386,780
Convertible preferred stock, shares issued	90,789,268	90,789,268	84,201,570
Shares Outstanding	90,789,268	90,789,268	84,201,570
Q S I Operations Inc \| Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	95,000,000	90,000,000	80,000,000
Common stock, shares issued	7,472,757	6,743,933	6,599,878
Common stock, shares outstanding	7,472,757	6,743,933	6,599,878
Q S I Operations Inc \| Special-voting common stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000	25,000,000
Common stock, shares issued	0	0	0
Common stock, shares outstanding	0	0	0

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Q S I Operations Inc
OPERATING EXPENSES:
Research and development	$ 27,555,000	$ 28,102,000
General and administrative	7,984,000	7,884,000
Sales and marketing	1,152,000	634,000
Total operating expenses	36,691,000	36,620,000
Loss from operations	(36,691,000)	(36,620,000)
INTEREST INCOME	104,000	833,000
OTHER EXPENSE, NET	(26,000)	(5,000)
LOSS BEFORE INCOME TAXES	(36,613,000)	(35,792,000)
PROVISION FOR INCOME TAXES
Net loss	$ (36,613,000)	$ (35,792,000)
Earnings/Basic and Diluted Redeemable Class A Common Stock	$ (5.45)	$ (5.55)
Redeemable Class A Common Stock, Basic and Diluted	6,715,314	6,453,890

STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($)	Q S I Operations Inc Outstanding convertible preferred stock (Series A through E)	Q S I Operations Inc Common Stock	Q S I Operations Inc Additional Paid-in Capital	Q S I Operations Inc (Accumulated Deficit)/ Retained Earnings	Q S I Operations Inc	Additional Paid-in Capital	(Accumulated Deficit)/ Retained Earnings	Total
Balance at the beginning at Dec. 31, 2018	$ 142,429,000
Balance at the beginning (in shares) at Dec. 31, 2018	80,810,340
Issuance of series E convertible preferred stock, net of issuance costs	$ 18,126,000
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	3,391,230
Balance at the ending at Dec. 31, 2019	$ 160,555,000				$ 160,555,000
Balance at the ending (in shares) at Dec. 31, 2019	84,201,570				84,201,570
Balance at the beginning at Dec. 31, 2018		$ 1,000	$ 7,699,000	$ (99,838,000)	$ (92,138,000)
Balance at the beginning (in shares) at Dec. 31, 2018		6,328,881
Net loss				(35,792,000)	(35,792,000)
Common stock issued upon exercise of stock options			116,000		116,000
Common stock issued upon exercise of stock options (in shares)		270,997
Stock-based compensation expense			2,715,000		2,715,000
Balance at the end at Dec. 31, 2019		$ 1,000	10,530,000	(135,630,000)	(125,099,000)
Balance at the ending (in shares) at Dec. 31, 2019		6,599,878
Issuance of series E convertible preferred stock, net of issuance costs	$ 10,288,000
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	1,923,519
Balance at the ending at Mar. 31, 2020	$ 170,843,000
Balance at the ending (in shares) at Mar. 31, 2020	86,125,089
Net loss				(10,314,000)	(10,314,000)
Common stock issued upon exercise of stock options			18,000		18,000
Common stock issued upon exercise of stock options (in shares)		110,089
Stock-based compensation expense			642,000		642,000
Balance at the end at Mar. 31, 2020		$ 1,000	11,190,000	(145,944,000)	(134,753,000)
Balance at the ending (in shares) at Mar. 31, 2020		6,709,967
Balance at the beginning at Dec. 31, 2019	$ 160,555,000				$ 160,555,000
Balance at the beginning (in shares) at Dec. 31, 2019	84,201,570				84,201,570
Issuance of series E convertible preferred stock, net of issuance costs	$ 35,259,000
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	6,587,698
Balance at the ending at Dec. 31, 2020	$ 195,814,000				$ 195,814,000			$ 102,489,230
Balance at the ending (in shares) at Dec. 31, 2020	90,789,268				90,789,268			10,248,923
Balance at the beginning at Dec. 31, 2019		$ 1,000	10,530,000	(135,630,000)	$ (125,099,000)
Balance at the beginning (in shares) at Dec. 31, 2019		6,599,878
Net loss				(36,613,000)	(36,613,000)
Common stock issued upon exercise of stock options			63,000		63,000
Common stock issued upon exercise of stock options (in shares)		144,055
Stock-based compensation expense			1,924,000		1,924,000
Balance at the end at Dec. 31, 2020		$ 1,000	12,517,000	(172,243,000)	(159,725,000)	$ 8,585,940	$ (3,586,390)	$ 5,000,004
Balance at the ending (in shares) at Dec. 31, 2020		6,743,933
Balance at the ending at Dec. 31, 2020	$ 195,814,000				$ 195,814,000			$ 102,489,230
Balance at the ending (in shares) at Dec. 31, 2020	90,789,268				90,789,268			10,248,923
Balance at the beginning at Jun. 09, 2020						0	0	$ 0
Net loss							(3,586,390)	(3,586,390)
Balance at the end at Dec. 31, 2020		$ 1,000	12,517,000	(172,243,000)	$ (159,725,000)	8,585,940	(3,586,390)	5,000,004
Balance at the ending (in shares) at Dec. 31, 2020		6,743,933
Issuance of series E convertible preferred stock, net of issuance costs	$ (4,000)
Balance at the ending at Mar. 31, 2021	$ 195,810,000				$ 195,810,000			92,083,330
Balance at the ending (in shares) at Mar. 31, 2021	90,789,268				90,789,268
Net loss				(11,779,000)	$ (11,779,000)		(10,405,903)	(10,405,903)
Common stock issued upon exercise of stock options			999,000		999,000
Common stock issued upon exercise of stock options (in shares)		728,824
Stock-based compensation expense			457,000		457,000
Balance at the end at Mar. 31, 2021		$ 1,000	$ 13,973,000	$ (184,022,000)	$ (170,048,000)	$ 18,991,736	$ (13,992,293)	$ 5,000,001
Balance at the ending (in shares) at Mar. 31, 2021		7,472,757

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash - End of period	$ 1,034,163
Q S I Operations Inc
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	(36,613,000)	$ (35,792,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	894,000	780,000
Loss on disposal of fixed assets	2,000	1,000
Stock-based compensation expense	1,924,000	2,715,000
Write-off of intellectual property		500,000
Changes in assets and liabilities:
Prepaid expenses and other current assets	(238,000)	234,000
Due from related parties	226,000	591,000
Other assets - related party	256,000	(41,000)
Accounts payable	552,000	164,000
Due to related parties	(16,000)	(434,000)
Accrued expenses and other current liabilities	440,000	574,000
Net cash (used in) operating activities	(32,573,000)	(30,708,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(461,000)	(1,241,000)
Net cash used in investing activities	(461,000)	(1,241,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	63,000	116,000
Proceeds from issuance of Series E convertible preferred stock	35,311,000	18,177,000
Stock issuance costs for Series E convertible preferred stock	(52,000)	(51,000)
Proceeds from issuance of notes payable	1,749,000
Principal payments under capital lease obligations	(57,000)	(25,000)
Net cash provided by financing activities	37,014,000	18,217,000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	3,980,000	(13,732,000)
Cash - Beginning of period	32,930,000	46,662,000
Cash - End of period	36,910,000	32,930,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash received from exchange of research and development tax credits		352,000
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
Noncash acquisition of property and equipment	30,000	260,000
Forgiveness of related party promissory notes	$ 20,000	$ 50,000

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended	12 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Mar. 31, 2021	Dec. 31, 2020
Q S I Operations Inc
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Q-SI Operations Inc. (formerly Quantum-Si Incorporated, “Quantum-Si”, the “Company”, “we”, “us” and “our”) was incorporated as a Delaware corporation on June 24, 2013. The Company is a 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 Company has developed a proprietary universal single molecule detection platform that the Company is applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”). The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. On February 21, 2021, the Company entered into a business combination agreement with HighCape Capital Acquisition Corp. (“HighCape”), a Special Purpose Acquisition Company. The business combination with HighCape, which was consummated on June 10, 2021, provided all holders of common and preferred stock of the Company with the right to receive a portion of common stock of the combined company. In connection with the closing of the business combination, the Company’s name was changed to Q-SI Operations Inc. and HighCape’s name was changed to Quantum-Si Incorporated.	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Quantum-Si Incorporated (the “Company”) was incorporated as a Delaware corporation on June 24, 2013. The Company is a 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 Company has developed a proprietary universal single molecule detection platform that the Company is applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”). The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Class A Common Stock Subject to Possible Redemption

Offering Costs

Warrant Liability

Income Taxes

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11).

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

These condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the years ended December 31, 2020 and 2019.The condensed balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis.

In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2021, or any other period.

Except as described elsewhere in this Note 2 under the heading “Recent Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2020 and 2019.

COVID‑19 Outbreak

The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and the Company 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 the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. The COVID‑19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company 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 the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts.

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID‑19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the U.S., it is not expected to result in any significant changes in costs going forward.

The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its financial statements.

Liquidity and Going Concern

Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $11,779 and $10,314 for the three months ended March 31, 2021 and 2020, respectively, and an accumulated deficit of $184,022 and $172,243, as of March 31, 2021 and December 31, 2020, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Given the closing of the business combination with HighCape on June 10, 2021, as described in Note 1, the Company received gross proceeds of $511,176 million (see Note 13) and as a result, the Company will be able to sustain its operations and meet its obligations as they become due over the next twelve months.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At March 31, 2021 and December 31, 2020, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

Use of Estimates

The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included:

valuation allowances with respect to deferred tax assets; and

assumptions underlying the fair value used in the calculation of the stock-based compensation.

The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed financial statements.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2021 and 2020.

Recent Accounting Pronouncements

Accounting pronouncements issued but not yet adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on its financial statements.

In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements.

In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019‑12 is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements.

In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

COVID‑19 Outbreak

The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cashflows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and we expect them to continue to impact, our 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 our receipt of instruments, components and supplies from the third parties we rely on to, among other things, produce our products. The COVID‑19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts.

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While we are unable to predict the full impact that the COVID‑19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the US, it is not expected to result in any significant changes in costs going forward.

The Company has not incurred any significant impairment losses in the carrying values of our assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require us to revise our estimates reflected in our financial statements.

Liquidity and Going Concern

Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $36,613 and $35,792 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $172,243 and $135,630, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed merger with HighCape (See Note 14). However, the Company can provide no assurance the proposed merger will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed merger is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations.

Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis that the Company will continue to operate as a going-concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At December 31, 2020 and 2019, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included:

valuation allowances with respect to deferred tax assets; and

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Cash and Cash Equivalents

All highly liquid investments purchased with a maturity of three months or less are cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents consist principally of cash and money market accounts.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include amounts paid in advance for operating expenses as well as monies to be received from the State of Connecticut for research and development tax credits. These research and development tax credits are exchanged for a cash refund and are typically collected within one year from the date the tax return is filed with the state. The credits are recognized as an offset to research and development expenses in the statement of operations and comprehensive loss in the annual period the corresponding expenses were incurred.

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets.

Useful lives of property and equipment are as follows:


Property and equipment		Estimated useful life
Computer equipment		5 years
Laboratory equipment		5 years
Furnitures and fixtures		7 years
Software		3 years

Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation is eliminated from the balance sheet, and any resulting gains or losses are included in the statements of operations and comprehensive loss in the period of disposal.

Leases

Leases are evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that meet one or more of the capital lease criteria under this guidance are recorded as capital leases. All other leases are recorded as operating leases. The Company records each capital lease as an asset and an obligation at an amount that is equal to the present value of the minimum lease payments over the lease term. The Company’s operating leases are short term in nature as they have month to month rental terms. The Company expenses monthly rental payments as incurred in general and administrative expenses in the statement of operations and comprehensive loss.

Impairment of Long-Lived Assets

Capitalized Software Development Costs

The Company has considered costs of software to be sold, leased, or marketed. For the years ended December 31, 2020 and 2019, the Company had not yet achieved technical feasibility and therefore, all costs were expensed in research and development. With respect to costs of software developed for internal use, the Company determined that all costs for the periods ending December 31, 2020 and 2019 were in the preliminary project stage and not eligible for capitalization and therefore expensed as incurred in research and development.

Research and Development

Research and development expenses primarily consist of personnel costs and benefits including stock- based compensation, facilities-related expenses, consulting and professional fees, fabrication services, software and other outsourcing expenses. Substantially all of the Company’s research and development expenses are related to developing new products and services. Research and development expenses are expensed as incurred.

General and Administrative

General and administrative expenses primarily consist of personnel costs and benefits including stock- based compensation, patent and filing fees, facilities costs, office expenses and outside services. Outside services consist of professional services, legal and other professional fees.

Sales and Marketing

Sales and marketing costs primarily consist of personnel costs and benefits including stock-based compensation, advertising, promotional, as well as conferences, meetings and other events. Advertising costs are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $87 and $15, respectively.

Net Loss per Common Share

Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities.

Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares of the period, including any dilutive effect from such shares. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 10, “Net Loss Per Share” for further discussion.

Convertible Preferred Stock

The Company has applied the guidance in ASC Topic 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the Series A, Series B, Series C, Series D, and Series E Convertible Preferred Stock (“Convertible Preferred Stock”) (see Note 7) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ deficit because the Convertible Preferred Stock includes a redemption provision upon a change of control, which is deemed a liquidation event that is considered outside the Company’s control. The Convertible Preferred Stock have been recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable at either of the reporting dates (see Note 13). Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices will be made only when it becomes probable that such a change of control will occur.

Stock-Based Compensation

The measurement of share-based compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and nonemployees, is based on the estimated fair value of the awards on the date of grant. Prior to adoption of Accounting Standards Update (“ASU”) 2018‑07, Compensation — Stock Compensation (Topic 718) on January 1, 2020, stock options granted to nonemployees were accounted for based on their fair value on the measurement date. Stock options granted to nonemployees are subject to periodic revaluation over their vesting terms. As a result, the charge to statements of operations and comprehensive loss for nonemployee options with vesting requirements is affected in each reporting period by a change in the fair value of the option calculated under the Black-Scholes option pricing model.

The Company recognizes stock-based compensation expense for stock option grants with only service conditions on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. The Company recognizes stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award. Generally, stock options fully vest four years from the grant date and have a term of 10 years. On January 1, 2020, the Company adopted ASU 2018‑07. ASU 2018‑07 aligns the accounting for share-based payment awards issued to employees and nonemployees. Under this new guidance, the existing employee guidance will now apply to nonemployee share-based transactions. This guidance was applied to all new awards granted after the date of adoption, and adoption did not have a material impact on our financial statements or related disclosures. For nonemployee awards that had been issued prior to adoption of ASU 2018‑07 and remained outstanding subsequent to adoption, the Company utilized the adoption date fair value of the nonemployee awards as a substitute for grant date fair value for future compensation expense recognition as permitted under the transition guidance.

The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur.

The fair value of the shares of common stock underlying stock options has historically been determined by the Board of Directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation, the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date.

In valuing the Company’s common stock for 2020 and 2019, the Board determined the value using the market approach-subject company transaction method. Under this method, the Company “solved for” the total equity value which allocates a probability-weighted present value to the Series E convertible preferred stockholders consistent with the investment amount of the financing round that was known at the respective valuation date.

Application of this approach involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all these estimates and assumptions or the relationships among those assumptions could have a material impact on the valuation of the Company’s common stock as of each valuation date.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes, as set forth in ASC Topic 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using the enacted statutory tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of December 31, 2020 and 2019, the Company had no uncertain tax positions.

Recent Accounting Pronouncements

Accounting pronouncements adopted

In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718). The amendments in this update expand the scope of Topic 718 (“ASC 718”) to include share-based payments to nonemployees. An entity is required to apply the requirements of ASC 718 to nonemployee awards except for specific guidance related to option pricing models and the attribution of cost. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the financial statements.

In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. The FASB has issued several updates to the standard which: (i) clarify the application of the principal versus agent guidance, (ii) clarify the guidance relating to performance obligations and licensing, (iii) clarify the assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts and (iv) clarify the narrow aspects of Topic 606 or correct unintended application of the guidance (collectively, “ASC 606”). ASC 606 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products and/or services are transferred to customers. The new revenue standard may be applied via the full retrospective method to each prior period presented or via the modified retrospective method with the cumulative effect recognized as of the date of adoption. The Company adopted ASU 2014‑09 as of January 1, 2019. The Company has had no revenue and the adoption of this pronouncement had no impact on the Company’s financial statements.

Accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures.

In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting period within annual reporting period beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements.

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NOTE 9. FAIR VALUE MEASUREMENTS

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021, there were 3,833,333 Public Warrants and 135,000 Private Placement Warrants outstanding.


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,003,880	$	115,002,152

Liabilities:
Warrant Liability – Public Warrants	1	$	12,534,999	$	4,370,000
Warrant Liability – Private Placement Warrants	3	$	510,300	$	115,250

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as January 1, 2021	$	155,250	$	4,370,000	$	4,525,250
Change in valuation inputs or other assumptions		355,050		8,164,999		8,520,049
Fair value as of March 31, 2021	$	510,300	$	12,534,999	$	13,045,299

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020:


		March		December
Input		31, 2021		31, 2020
Risk-free interest rate		0.94	%		0.41	%
Trading days per year		252			252
Expected volatility		34.0	%		18.6	%
Exercise price	$	11.50		$	11.50
Stock Price	$	11.92		$	10.15

NOTE 11. FAIR VALUE MEASUREMENTS

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


		December 31,
	Level	2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,002,152

Liabilities:
Warrant Liability - Public Warrants	1	$	4,370,000
Warrant Liability - Private Placement Warrants	3	$	155,250


	September 9,
	2020 (Initial			September 30,			December 31,
Input	Measurement)			2020			2020
Risk-free interest rate		0.34	%		0.34	%		0.34	%
Trading days per year		252			252			252
Expected volatility		27.0	%		27.0	%		27.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	10.00

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of June 10, 2020 (inception)	$	—	$	—	$	—
Initial measurement on September 9, 2020		48,600		1,380,000		1,428,600
Change in valuation inputs or other assumptions		106,650		2,990,000		3,096,650
Fair value as of December 31, 2020	$	155,250	$	4,370,000	$	4,525,250

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments.

There were no transfers between fair value measurement levels during the three months ended March 31, 2021. The Company had $25,510 and $36,040 of money market funds included in cash and cash equivalents as of March 31, 2021 and December 31, 2020, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1. The fair value of the notes payable using Level 2 inputs was deemed to approximate carrying value as of March 31, 2021. The Company has no assets or liabilities valued with Level 3 inputs.

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs.

There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019.

The Company had $36,040 and $31,895 of money market funds included in cash and cash equivalents as of December 31, 2020 and 2019, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1. The fair value of the notes payable using Level 2 inputs was deemed to approximate carrying value as of December 31, 2020.

PROPERTY AND EQUIPMENT, NET

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

PROPERTY AND EQUIPMENT, NET

4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following:


	March 31,		December 31,
	2021		2020
Laboratory equipment	$	4,440	$	4,245
Computer equipment		772		765
Software		144		136
Furniture and fixtures		46		47
Construction in process		382		35
		5,784		5,228
Less: Accumulated Depreciation		(3,445)		(3,232)
Property and equipment, net	$	2,339	$	1,996

Depreciation and amortization expense amounted to $213 and $229 for the three months ended March 31, 2021 and 2020, respectively.

4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following at December 31:


	2020		2019
Laboratory equipment	$	4,245	$	3,983
Computer equipment		765		737
Software		136		116
Furniture and fixtures		47		47
Construction in process		35		9
		5,228		4,892
Less: Accumulated depreciation and amortization		(3,232)		(2,341)
Property and equipment, net	$	1,996	$	2,551

Depreciation and amortization expense amounted to $894 and $780 for the years ended December 31, 2020 and 2019, respectively.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:


	March 31,		December 31,
	2021		2020
Salary and bonus	$	587	$	511
Contracted service		1,276		399
Legal fees		1,019		447
Other		39		68
Total accrued expenses and other current liabilities	$	2,921	$	1,425

5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following at December 31:


	2020		2019
Salary and bonus	$	511	$	110
Contracted services		399		374
Legal fees		447		467
Other		68		63
Total accrued expenses and other current liabilities	$	1,425	$	1,014

NOTES PAYABLE	3 Months Ended	12 Months Ended
NOTES PAYABLE	Mar. 31, 2021	Dec. 31, 2020
Q S I Operations Inc
NOTES PAYABLE	6. NOTES PAYABLE The Company received loan proceeds of $1,749 under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated August 10, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten-month period following the consummation of the PPP loan (the “Deferment Period”). The Company could request partial or full forgiveness of the PPP loan. If the PPP loan was not forgiven or partially forgiven, then the Company would be notified and provided details of the monthly repayment amount with a maximum term of five years. If the Company did not apply for forgiveness during the Deferment Period, then repayment would automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan was unsecured and guaranteed by the Small Business Administration and was subject to any new guidance and new requirements released by the Department of the Treasury. In connection with the closing of the business combination discussed in Note 1, the Company repaid the loan in full. The Company is accounting for the loan as debt (See Note 13).	6. NOTES PAYABLE The Company received loan proceeds of $1,749 under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated August 10, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten-month period following the consummation of the PPP loan (the “Deferment Period”). The Company may request for partial or full forgiveness of the PPP loan. If the PPP loan is not forgiven or partially forgiven, then the Company will be notified and provided details of the monthly repayment amount with a maximum term of five years. If the Company does not apply for forgiveness during the Deferment Period, then repayment will automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan is unsecured and guaranteed by the Small Business Administration and is subject to any new guidance and new requirements released by the Department of the Treasury. Subject to and following the closing of the business combination discussed in Note 14, the Company intends to repay the loan in full. The Company is accounting for the loan as debt.

CONVERTIBLE PREFERRED STOCK

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

CONVERTIBLE PREFERRED STOCK

7. CONVERTIBLE PREFERRED STOCK

The Company has issued five series of Convertible Preferred Stock, Series A through Series E. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of March 31, 2021 and December 31, 2020:


March 31, 2021
						Total
	Year of	Issuance			Shares	Proceeds or						Initial Liquidation
	Class	Price per		Shares	Issued and	Exchange		Issuance		Net Carrying		Price per
Class	Issuance	share		Authorized	Outstanding	Value		Costs		Value		share
Series A	2013	$	0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$	0.80
Series B	2015		0.80	31,250,000	31,250,000		25,000		—		25,000		0.80
Series C	2015-2016		4.61	8,164,323	8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71	12,738,853	12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36	14,925,373	13,636,092		73,089		175		72,914		5.36
				92,078,549	90,789,268


December 31, 2020
						Total
	Year of	Issuance			Shares	Proceeds or						Initial Liquidation
	Class	Price per		Shares	Issued and	Exchange		Issuance		Net Carrying		Price per
Class	Issuance	share		Authorized	Outstanding	Value		Costs		Value			share
Series A	2013	$	0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$	0.80
Series B	2015		0.80	31,250,000	31,250,000		25,000		—		25,000		0.80
Series C	2015-2016		4.61	8,164,323	8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71	12,738,853	12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36	14,925,373	13,636,092		73,089		171		72,918		5.36
				92,078,549	90,789,268

7. CONVERTIBLE PREFERRED STOCK


											Initial
				Shares Issued	Total Proceeds						Liquidation
	Year of	Issuance Price	Shares	and	or Exchange		Issuance		Net Carrying		Price
Class	Issuance	per share	Authorized	Outstanding	Value		Costs		Value		per share
Series A	2013	$0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$0.80
Series B	2015	0.80	31,250,000	31,250,000		25,000		—		25,000	0.80
Series C	2015 – 2016	4.61	8,164,323	8,164,323		37,638		328		37,310	4.61
Series D	2017	4.71	12,738,853	12,738,853		60,000		414		59,586	4.71
Series E	2018 – 2020	5.36	14,925,373	13,636,092		73,089		171		72,918	5.36
			92,078,549	90,789,268

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2019 (in thousands, except for share and per share information):


											Initial
				Shares Issued	Total Proceeds						Liquidation
	Year of	Issuance Price	Shares	and	or Exchange		Issuance		Net Carrying		Price
Class	Issuance	per share	Authorized	Outstanding	Value		Costs		Value		per share
Series A	2013	$0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$0.80
Series B	2015	0.80	31,250,000	31,250,000		25,000		—		25,000	0.80
Series C	2015 – 2016	4.61	8,164,323	8,164,323		37,638		328		37,310	4.61
Series D	2017	4.71	12,738,853	12,738,853		60,000		414		59,586	4.71
Series E	2018 – 2019	5.36	7,233,604	7,048,394		37,779		120		37,659	5.36
			84,386,780	84,201,570

The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock are as follows:

Dividends

Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by the Board. The right to receive dividends on Convertible Preferred Stock are not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. There have been no dividends declared to date.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of the Company’s assets, or a change of control) (each a “Liquidation Event”), the holders of the Convertible Preferred Stock are entitled to be paid out of the assets of the Company available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the Initial Liquidation Price of such Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of the Convertible Preferred Stock been converted into the Common Stock. These payments will be made to or set aside prior to the holders of shares of any other class or series of capital stock that is not, by its terms, senior to the Convertible Preferred Stock.

Voting Rights

The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of the Common Stock shall be entitled to vote.

Each holder of record of shares of Series A Convertible Preferred Stock shall be entitled to ten votes per share of Special-Voting Common Stock into which such Series A Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by the Company’s stockholders. Each holder of record of shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock shall be entitled to one vote per share of Common Stock into which such Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series E Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by the Company’s stockholders. The holders of Convertible Preferred Stock and the holders of Common Stock shall vote together and not as separate classes. There shall be no series voting.

Conversion

Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Special-Voting Common Stock ona1 to1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of Common Stock ona1 to1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock, which is equal to the original issuance price for each series of Convertible Preferred Stock.

Upon the earlier to occur of (i) election of the Convertible Preferred Stock by (A) the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis) and (B) the consent or vote of the majority holders of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock (voting together as a single class, and on an as-converted basis) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of shares of Common Stock in which the aggregate gross proceeds to the Corporation are at least $80,000 at a public offering price per share equal to at least three times the Series D Convertible Preferred Stock Conversion Price of $4.71 (1) each share of Series A Convertible Preferred Stock shall automatically be converted into shares of Special-Voting Common Stock ona1 for 1 basis, (2) each share of Series B Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis, (3) each share of Series C Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis, (4) each share of Series D Convertible Preferred Stock shall automatically be converted into Common Stock on a 1 for 1 basis and (5) each share of Series E Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis.

STOCKHOLDERS' DEFICIT	3 Months Ended	7 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,696,667 and 1,656,077 shares of Class A common stock issued and outstanding, excluding 9,208,333 and 10,248,923 Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 1,656,077 shares of Class A common stock issued and outstanding, excluding 10,248,923 Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Q S I Operations Inc
STOCKHOLDERS' DEFICIT			8. STOCKHOLDERS’ DEFICIT Common stock As of December 31, 2020 and 2019, the Company had authorized 90,000,000 and 80,000,000 shares of common stock (“Common Stock”) at $.0001 par value per share, of which a total of 6,743,933 shares and 6,599,878 shares were outstanding, respectively. In addition, at both December 31, 2020 and 2019, the Company had authorized 25,000,000 shares of special-voting common stock (“Special-Voting Common Stock”) at $.0001 par value per share, of which none were issued or outstanding. Dividends Holders of the Company’s Common Stock are not entitled to receive dividends unless declared by the Board. Any such dividends would be subject to the preferential dividend rights of the holders of the Convertible Preferred Stock (see above). There have been no dividends declared to date. Voting rights The holders of shares of the Common Stock are entitled to 1 vote per share on all matters on which the Common shares shall be entitled to vote. The holders of shares of the Special-Voting Common Stock are entitled to 10 votes per share on all matters on which the Common shares shall be entitled to vote. The holders of Common Stock and Special-Voting Common Stock shall vote together and not as separate classes.

EQUITY INCENTIVE PLAN

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

EQUITY INCENTIVE PLAN

8. EQUITY INCENTIVE PLAN

The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on November 26, 2020 (the “Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. A summary of the Company’s stock option and restricted stock activity under the Plan is presented in the tables below.

Stock option activity

During the three months ended March 31, 2021, the Company granted 1,120,000 option awards subject to certain service and performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination defined in the option award agreement. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination, the performance condition will only become probable once consummated. Accordingly, as the business combination did not occur during the three months ended March 31, 2021, the Company has not recorded stock-based compensation expense related to these option awards.

A summary of the stock option activity under the Plan is presented in the table below:


		Weighted		Weighted Average
	Number of	Average Exercise		Remaining	Aggregate
	Options	Price		Contractual Term	Intrinsic Value
Outstanding at December 31, 2020	9,240,930	$	1.89	6.77	$	4,094
Granted	1,286,250		6.80
Exercised	(728,824)		1.37
Forfeited	—		—
Outstanding at March 31, 2021	9,798,356	$	2.57	7.16	$	41,406
Options exercisable at March 31, 2021	6,496,490	$	1.82	6.25	$	32,326
Vested and expected to vest at March 31, 2021	9,516,206	$	2.53	7.11	$	40,630

Restricted stock activity

During the three months ended March 31, 2021, the Company granted 5,041,752 restricted stock awards, including 2,136,000 and 213,600 restricted stock awards to the Company’s Chief Executive Officer and General Counsel, respectively, subject to certain service and performance conditions, and 569,000 restricted stock awards to the Company’s Chief Executive Officer subject to certain service, market, and performance conditions. The service condition for both award types requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination or financing transaction defined in the award agreement. The market condition requires that the Company’s common stock subsequent to the business combination trades above a specified level for a defined period of time, or that a subsequent financing transaction meets defined pricing thresholds. For restricted stock with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination or financing transaction, the performance condition will only become probable once consummated. Accordingly, as the business combination or financing transaction did not occur during the three months ended March 31, 2021, the Company has not recorded stock-based compensation expense related to these restricted stock awards.

A summary of the restricted stock activity under the Plan is presented in the table below:


	Number of	Weighted Average
	Shares of	Grant-Date Fair
	Restricted Stock	Value
Outstanding non-vested restricted stock at December 31, 2020	—
Granted	5,610,752	$	6.53
Repurchased	—		—
Restrictions lapsed	—		—
Outstanding non-vested restricted stock at March 31, 2021	5,610,752	$	6.53

The Company’s stock-based compensation expense is allocated to the following operating expense categories on the condensed statements of operations and comprehensive loss for the three months ended March 31, 2021 and 2020 as follows:


	Three months ended March 31,
	2021		2020
Research and development	$	340	$	534
General and administrative		40		49
Sales and marketing		77		59
Total Stock-based compensation expense	$	457	$	642

9. EQUITY INCENTIVE PLAN

The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan as amended on November 26, 2020 (the “Plan”), was originally adopted by its Board and stockholders in September 2013. As of January 1, 2019, a total of 16,700,000 shares of Common Stock were reserved for issuance under the Plan; however, in August 2019, upon approval of the stockholders, the amount reserved was increased to 19,000,000, and in November 2020, upon approval of the stockholders, the amount reserved was increased to 22,000,000. The Plan is administered by the Board. The Board may grant restricted stock and options to purchase shares either as incentive stock options or non-qualified stock options. The restricted stock and option grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges and are fully discussed in the Plan document. At December 31, 2020, 5,990,137 common shares remain available for issuance under the Plan. No restricted stock was issued during the years ended December 31, 2020 and 2019 and substantially all previously granted restricted stock had been fully vested or cancelled prior to January 1, 2019. An immaterial amount of compensation expense related to restricted stock was recognized during the year ended December 31, 2019 and no compensation expense related to restricted stock was recognized during the year ended December 31, 2020.

Stock option activity

Each stock option grant carries varying vesting schedules whereby the options become exercisable at the participant’s sole discretion provided they are an employee, director or consultant of the Company on the applicable vesting date. Each option shall terminate not more than ten years from the date of the grant.

A summary of the stock option activity under the Plan is presented in the table below:



		Weighted	Weighted
		Average	Average	Aggregate
	Number of	Exercise	Remaining	Intrinsic
	Options	Price	Contractual Term	Value
Outstanding at January 1,2019	77,81,967	$1.61	7.88	$	7,851
Granted	31,96,721	2.41
Exercised	(2,70,997)	0.43
Forfeited	(8,13,934)	1.92
Outstanding at December 31, 2019	98,93,757	$1.88	7.72		5,280
Granted	7,90,433	2.31
Exercised	(1,44,055)	0.44
Forfeited	(12,99,205)	2.19
Outstanding at December 31, 2020	92,40,930	$1.89	6.77		4,094
Options exercisable at December 31, 2019	58,10,260	$1.59	6.76		4,788
Options exercisable at December 31, 2020	69,54,472	$1.76	6.20		3,945
Vested and expected to vest at December 31, 2019	96,57,854	$1.87	7.75		5,251
Vested and expected to vest at December 31, 2020	90,45,548	$1.88	6.73		4,082

The Company received cash proceeds from the exercise of stock options of $63 and $116 during the years ended December 31, 2020 and 2019, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2020 and 2019, was $323 and $554 respectively. The weighted- average grant date fair value of options granted during the year ended December 31, 2020 and 2019, was $1.43 and $1.57, respectively.

During the years ended December 31, 2020 and 2019, the Company granted 75,000 and 600,000 option awards subject to certain performance conditions, respectively. The performance conditions required the Company to announce at the Advances in Genome Biology and Technology conference (“AGBT”) and commence commercial sales during the year ended December 31, 2020. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. Upon becoming probable, the Company recognizes compensation expense equal to the grant date fair value of the option awards over the associated service period. If there are changes in the number of option awards that are expected to vest due to changes in the probability of certain performance conditions being satisfied, an adjustment to stock-based compensation expense will be recognized as a change in accounting estimate in the period that such probability changes. The Company accrued $295 of stock compensation expense during the year ended December 31, 2019 as it believed it was probable the performance conditions would be met. This stock compensation expense was then subsequently reversed during the year ended December 31, 2020 as the performance conditions were determined to be improbable to be met. All of the performance-based awards granted during the years ended December 31, 2020 and 2019 were cancelled on December 31, 2020.

In addition to the awards discussed in the aforementioned paragraph, during the year ended December 31, 2019 the Company granted approximately 257,000 option awards subject to a single performance-based condition, the completion of a financing event as defined in the option award agreement. The achievement of the performance condition is not deemed satisfied for the years ended December 31, 2020 and 2019, as the completion of a financing event is not deemed probable until consummated. Thus, the Company has not recorded stock-based compensation expense with regards to these option awards.

In accordance with ASC Topic 718, the Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. The Company utilized the Black- Scholes option pricing model for determining the estimated fair value for service or performance-based stock- based awards. The Black-Scholes option pricing model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and nonemployees for the year ended December 31, 2020 and employees for the year ended December 31, 2019 were as follows:


	2020	2019
Risk free interest rate	0.3% – 0.6%	1.4% – 1.9%
Expected dividend yield	0%	0%
Expected term	5.0 years – 6.0 years	5.0 years – 6.2 years
Expected volatility	70%	70%

The assumptions used to value option grants to nonemployees for the year ended December 31, 2019 were as follows:


		2019
Risk free interest rate		1.4% – 1.9%
Expected dividend yield		0%
Expected term		4.0 years – 10.0 years
Expected volatility		70%

Risk free interest rate

The risk free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant.

Expected dividend yield

The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Expected term

For employee awards, the Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term. The Company calculates expected term for employee awards that take into account the effects of employee’s expected exercise and post-vesting employment termination behavior.

For nonemployee awards the contractual term is used.

Expected volatility

As the Company has been privately held since inception, there is no specific historical or implied volatility information available.

Accordingly, the Company estimates the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock- based awards. Point estimates of expected annual equity volatility of 70% for December 31, 2020 and 2019 were selected in the guideline companies’ historical range.

Exercise price

The exercise price is taken directly from the grant notice issued to employees and nonemployees.

The Company’s stock-based compensation expense for employee and nonemployee awards for the periods presented was as follows:


	2020		2019
Employee awards	$	1,376	$	2,021
Nonemployee awards		548		694
Total stock-based compensation expense	$	1,924	$	2,715

The stock options granted to employees and nonemployees for the periods presented was as follows:


	2020	2019
Stock options granted to employees	697,433	2,730,000
Stock options granted to nonemployees	93,000	466,721
Total stock options granted	790,433	3,196,721

The Company’s stock-based compensation expense is allocated to the following operating expense categories on the statements of operations for the years ended December 31, 2020 and 2019 as follows:


	2020		2019
Research and development	$	1,290	$	2,163
General and administrative		324		354
Sales and marketing		310		198
Total stock-based compensation expense	$	1,924	$	2,715

No related tax benefits of the stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to the Company’s net operating loss carryforwards.

Total unrecognized stock-based compensation expense as of December 31, 2020, was $2,912, which will be recognized over the remaining weighted average vesting period of 2.2 years.

NET LOSS PER SHARE

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NET LOSS PER SHARE

9. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding convertible preferred stock and stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	Three months ended March 31,
	2021		2020
Numerator
Net Loss	$	(11,779)	$	(10,314)
Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders	$	(11,779)	$	(10,314)
Denominator
Common Stock		6,932,353		6,696,563
Denominator for Basic and Dilutive Net Loss per Share - Weighted-average Common Stock		6,932,353		6,696,563
Basic and dilutive net loss per share	$	(1.70)	$	(1.54)

Since the Company was in a net loss position for all periods presented, the basic net loss per shares calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows:


	Three months ended March 31,
	2021	2020
Outstanding options to purchase common stock	15,409,108	9,635,470
Outstanding convertible preferred stock (Series A through E)	90,789,268	86,125,089
	106,198,376	95,760,559

10. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including convertible preferred stock, outstanding stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	2020		2019
Numerator:
Net Loss	$	(36,613)	$	(35,792)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(36,613)	$	(35,792)
Denominator:
Common Stock		6,715,314		6,453,890
Denominator for Basic and Dilutive EPS – Weighted-average common stock		6,715,314		6,453,890
Basic and dilutive loss per share	$	(5.45)	$	(5.55)

Since the Company was in a net loss position for all periods presented, basic EPS calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows:


	2020	2019
Outstanding options to purchase common stock	9,240,930	9,893,757
Outstanding convertible preferred stock (Series A through E)	90,789,268	84,201,570
Total anti-dilutive common equivalent shares	100,030,198	94,095,327

INCOME TAXES

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NOTE 10. INCOME TAX

The Company’s net deferred tax asset is summarized as follows as of December 31, 2020:


Deferred tax asset
Net operating loss carryforward	$	13,427
Organizational costs/startup expenses		41,833
Total deferred tax assets		55,260
Valuation allowance		(55,260)
Deferred tax asset, net of allowance	$	—

The income tax provision (benefit) consists of the following for the period June 10, 2020 (inception) through December 31, 2020:


Federal
Current	$	—
Deferred		(55,260)
State
Current	$	—
Deferred		—
Change in valuation allowance		55,260
Income tax provision	$	—

As of December 31, 2020, the Company had $63,937 of U.S. federal and state net operating loss carryovers available to offset future taxable income.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liability	(19.5)	%
Change in valuation allowance	(1.5)	%
Income tax provision	0.0	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

10. INCOME TAXES

Income taxes for the three months ended March 31, 2021 and 2020 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, should they occur. The Company’s estimated annual effective tax rate was 0.0% for the three months ended March 31, 2021 and 2020. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, nondeductible stock-based compensation, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets.

A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2021 and 2020 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized.

11. INCOME TAXES

On March 27, 2020, the CARES Act was enacted which included provisions related to net operating loss (“NOL”) carryovers and carrybacks. The CARES Act amended the NOL carryback rules by allowing NOLs arising in tax years beginning after December 31, 2017 and before January 1, 2021 to be carried back to each of the 5 years preceding the year of the loss to generate a refund of previously paid income taxes. In addition, the CARES Act temporarily removed the 80% limitation under which NOLs generated post‑2017 could be used to offset no more than 80% of taxable income, and allows for full use of such NOLs for tax years before January 1, 2021. The Company has evaluated the relevant provisions of the CARES Act and has determined that it does not expect to recognize any benefit related to these provisions due to its net operating losses in the current year and all prior years. Therefore, there are no income tax effects to be recognized in the financial statements for the year ended December 31, 2020.

Significant components of the Company’s deferred tax assets (liabilities) are as follows:


	As of December 31
	2020		2019
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	$	42,589	$	33,333
Tax credit carryforwards		7,178		5,707
Fixed assets		(161)		(152)
Non-deductible stock-based compensation		1,586		1,377
Other		182		176
Total Deferred tax assets	$	51,374	$	40,441
Valuation allowance		(51,374)		(40,441)
Net deferred tax assets (liabilities)	$	—	$	—

The effective tax rate for the Company for the years ended December 31, 2020 and 2019 was zero percent. A reconciliation of the income tax expense at the federal statutory tax rate to the Company’s effective income tax rate follows:


	Years Ended December 31
	2020		2019
Statutory Tax Rate	21.00	%	21.00	%
State taxes, net of federal benefit	6.70		6.50
Federal research and development credit	3.00		2.00
Non-deductible stock-based compensation	(0.70)		(0.90)
Return to provision – permanent items	(0.30)		—
Other	0.20		0.40
Valuation allowance	(29.90)		(29.00)
Effective Tax Rate	0.00	%	0.00	%

The Company’s effective tax rate for December 31, 2020 differs from the federal statutory tax rate of 21% mainly due to the effect of deferred state income tax benefits resulting from state net operating loss carryforwards and the tax benefits related to research and development tax credits. These benefits to the effective tax rate are fully offset by the increase in the Company’s valuation allowance from the prior year.

The Company has established a full valuation allowance against its net deferred tax asset due to the uncertainty of the Company’s ability to generate sufficient taxable income to realize the deferred tax asset, and therefore has not recognized any benefits from the net operating losses, tax credits and other deferred tax assets. The Company’s valuation allowance increased $10,933 and $10,352 for the years ended December 31, 2020 and 2019, respectively.

As of December 31, 2020, the Company had the following tax net operating loss carryforwards available to reduce future federal and Connecticut taxable income, and tax credit carryforwards available to offset future federal and Connecticut income taxes:


			Expire
	Amount		Through
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	65,494	2037
Federal (post-2017 NOLs)		92,737	—
Connecticut		157,980	2040
Tax credit carryforwards:
Federal research and development		5,601	2040
Connecticut research and development		1,969	—
Connecticut other		58	2025

Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss and tax credit carryforwards to offset its post-change income and tax liabilities may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company commenced a Section 382 analysis to determine whether an ownership change has occurred. Based on its preliminary analysis, the Company 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. 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 the Company’s gross deferred tax assets and corresponding valuation allowance.

The Company has adopted the accounting guidance within ASC Topic 740 on uncertainties in income taxes. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

As of December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. To date, the Company has not recorded any such interest or penalties.

The Company’s primary income tax jurisdictions are the United States and the state of Connecticut. As a result of the Company’s net operating loss carryforwards, the Company’s federal and Connecticut statutes of limitations generally remain open for all tax years until its net operating loss and tax credit carryforwards are utilized or expire prior to utilization. The Company does not currently have any federal or Connecticut income tax examinations in progress.

Additionally, as a result of legislation in the state of Connecticut, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment of 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut credits are limited to those costs incurred within Connecticut. The Company has elected to participate in the exchange program and, as a result, has recognized net benefits of $182 and $368 for the year ended December 31, 2020 and 2019, respectively, which is included in research and development expenses in the accompanying statements of operations and comprehensive loss. As of December 31, 2020 and 2019, the Company has recorded $550 and $368 of the research and development tax credit receivables in Prepaid expenses and other current assets, respectively.

RELATED PARTY TRANSACTIONS	3 Months Ended	7 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services.	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from June 10, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services.
Q S I Operations Inc
RELATED PARTY TRANSACTIONS	11. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $80 for this space for the three months ended March 31, 2021 and 2020. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $73 and $46 for these spaces for the three months ended March 31, 2021 and 2020, respectively. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets - related party on the condensed balance sheets. Such prepaid advances were $738 at March 31, 2021 and December 31, 2020. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the effective time of the business combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. Under the ARTSA, The Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once a quarter. The Company incurred expenses of $535 and $380 during the three months ended March 31, 2021 and 2020, respectively. The amounts advanced and due from 4C at March 31, 2021 and December 31, 2020, related to operating expenses was $0 and $13, respectively, and is included in Due from related parties on the condensed balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at March 31, 2021 and December 31, 2020 are $13 and $28, respectively, and are included in the Due to related parties on the Company’s condensed balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at March 31, 2021 and December 31, 2020 are in the aggregate $88 and $69, respectively, and are reflected in the Due from related parties on the Company’s condensed balance sheets. All amounts are paid or received throughout the year within 30 days after the end of each month. The Company had promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $0 and $150 as of March 31, 2021 and December 31, 2020, respectively.		12. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $322 and $322 for this space in 2020 and 2019, respectively. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $155 and $224 for these spaces in 2020 and 2019, respectively. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the balance sheet. Such prepaid advances were $738 and $844 at December 31, 2020 and 2019, respectively. The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, Quantum-Si and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for Quantum-Si and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses of $1,516 and $2,214 during the years ended December 31, 2020 and 2019 respectively. The amounts advanced and due from 4C at December 31, 2020 and 2019, related to operating expenses was $13 and $423, respectively, and is included in Due from related parties on the balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2020 and 2019 are $28 and $44, respectively, and are included in the due to related parties on the Company’s balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at the end of each calendar year are in the aggregate $69 and $15, and are reflected in the due from related parties on the Company’s balance sheets at December 31, 2020 and 2019, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month. The Company has promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $150 and $170 as of December 31, 2020 and 2019, respectively. The promissory notes bear interest at a rate ranging between 0.65% and 2.37% per annum and have maturity dates through June 1, 2021.

COMMITMENTS AND CONTINGENCIES	3 Months Ended	7 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically 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, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (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 to HighCape for no consideration and automatically cancelled.	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Q S I Operations Inc
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES Commitments Capital leases The Company operates equipment under a capital lease-to-own agreement. The total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $1 and $2 during the three months ended March 31, 2021 and 2020, respectively. The remaining unamortized balance of the lease obligation balance of $13 is recorded in accrued expenses and other current liabilities on the condensed balance sheet at March 31, 2021. This remaining balance is due in 2021. Licenses related to certain intellectual property The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $220. Once the Company commercializes and begins to generate revenues, there will be royalties payable by the Company based on the current anticipated utilization. Other commitments The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three months ended March 31, 2021 and 2020. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters. The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s condensed statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. On March 29, 2021, the Company entered into an agreement with a third-party service provider pursuant to which we paid them $3,800 in connection with the closing of the business combination with HighCape discussed in Note 1.		13. COMMITMENTS AND CONTINGENCIES Commitments Capital leases: The Company operates equipment under a capital lease-to-own agreement. Total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $6 and $5 in 2020 and 2019, respectively. The remaining unamortized balance of the lease obligation balance of $28 is recorded in accrued expenses and other current liabilities on the balance sheet at December 31, 2020. This remaining balance is due in 2021. Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property there are annual minimum fixed payments totaling $220. Once the Company commercializes and begins to generate revenues, there will be royalties based on the current anticipated utilization. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2020 and 2019. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

SUBSEQUENT EVENTS	3 Months Ended	7 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As described in Note 1, the Company completed the Business Combination on June 10, 2021.	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically 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, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (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 to HighCape for no consideration and automatically cancelled. As described in Note 1, the Company completed the Business Combination on June 10, 2021.
Q S I Operations Inc
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS The Company has evaluated the following events occurring after March 31, 2021 and through June 15, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On April 20, 2021, the Company granted 270,000 restricted stock units and 1,550,000 stock options to select employees and consultants. The awards are subject to certain service conditions which are satisfied by providing service to the Company over a period of time as defined by the award agreement. The restricted stock units and 625,000 of the stock options were also subject to certain performance conditions which were satisfied upon the consummation of the business combination with HighCape. The achievement of the performance condition and the commencement of the related expense recognition did not occur until the event was deemed probable, which occurred once the business combination was consummated. On June 10, 2021, the Company completed a business combination with HighCape. As a result of the business combination, the Company received gross proceeds of $511.2 million. In connection with the closing of the business combination, the Company’s outstanding Convertible Preferred Stock was automatically cancelled and converted into the right to receive shares of HighCape common stock. In addition, the Company repaid the PPP loan in full with the proceeds received from the transaction. The business combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, HighCape will be treated as the “acquired” company for financial reporting purposes.		14. SUBSEQUENT EVENTS The Company has evaluated the following events occurring after December 31, 2020 and through March 1, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On February 17, 2021, the Company entered into a merger agreement with HighCape Capital Acquisition Corporation (“HighCape”), a Special Purpose Acquisition Company. The contemplated merger with HighCape would provide all holders of common and preferred stockholder to receive common stock of the continuing public company, which will be a wholly owned subsidiary of HighCape. The proposed transaction is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by HighCape’s shareholders, satisfaction of the conditions stated in the merger agreement and other customary closing conditions. There is no assurance that the transaction will be consummated. On February 17, 2021, the Company granted 2,136,000 and 213,600 restricted stock units to the Company’s Chief Executive Officer (“CEO”) and General Counsel, respectively. If the contemplated merger is consummated, then the first 25% of the awards will cliff vest on January 7, 2022, and the remaining unvested balance will vest on a quarterly basis over a three year period beginning on March 31, 2022. On February 17, 2021, the Company also granted 569,000 restricted stock units to the CEO. If the contemplated merger is consummated, then the awards will vest in full upon the CEO’s continued employment at the time of vesting and the occurrence of one of the following events within three years of the CEO’s employment start date of November 2, 2020: (i) a financing event occurs in the Company where the amount raised exceeds $50,000 and the Company’s stock price is in excess of $16.08 per share (as adjusted) or (ii) the Company is a publicly listed entity and its stock price trades at $16.08 (as adjusted) for 20 out of 30 consecutive trading days.

EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED)	12 Months Ended
	Dec. 31, 2020
Q S I Operations Inc
EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED)	15. EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED) The Company has evaluated the following events that have occurred since the initial date on which the financial statements were available to be issued on March 1, 2021, for possible adjustment to or disclosure in the financial statements: On March 11, 2021, the Company granted 3,142,000 restricted stock units and 1,120,000 stock options to select directors, employees, and consultants, including a grant of 1,868,000 restricted stock units to the Chairman of the Board and significant shareholder of the Company. Vesting for the stock options and 1,024,000 of the restricted stock units are subject to certain service conditions which are satisfied by providing service to the Company over a period of time as defined by the award agreement. The awards are also subject to certain performance conditions which are satisfied upon the consummation of the planned business combination with HighCape. The achievement of the performance condition and the commencement of the related expense recognition will not occur until the event is deemed probable, which will occur once the business combination is consummated. On March 29, 2021, the Company entered into an agreement with a third party service provider pursuant to which it will pay them $3,800 contingent upon the closing of the contemplated merger with HighCape. On April 20, 2021, the Company granted 270,000 restricted units and 1,550,000 stock options to select employees and consultants. The awards are subject to certain service conditions which are satisfied by providing service to the Company over a period of time as defined by the award agreement. 150,000 of the restricted stock units and 625,000 of the stock options are also subject to certain performance conditions which are satisfied upon the consummation of the planned business combination with HighCape. The achievement of the performance condition and the commencement of the related expense recognition will not occur until the event is deemed probable, which will occur once the business combination is consummated. On June 10, 2021, the Company completed a business combination with HighCape. As a result of the business combination, the Company received gross proceeds of $511,176 million. In connection with the closing of the business combination, the Company’s outstanding Convertible Preferred Stock wasautomatically cancelled and converted into the right to receive shares of HighCape common stock. In addition,the Company repaid the PPP loan in full with the proceeds received from the transaction. The business combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under thismethod of accounting, HighCape will be treated as the “acquired”company for financial reporting purposes.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Cash and Cash Equivalents

Net Loss per Common Share

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Liquidity and Going Concern

COVID-19 Outbreak

COVID‑19 Outbreak

The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cashflows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and we expect them to continue to impact, our 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 our receipt of instruments, components and supplies from the third parties we rely on to, among other things, produce our products. The COVID‑19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts.

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While we are unable to predict the full impact that the COVID‑19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the US, it is not expected to result in any significant changes in costs going forward.

Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $36,613 and $35,792 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $172,243 and $135,630, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Cash and Cash Equivalents

valuation allowances with respect to deferred tax assets; and

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Use of Estimates

valuation allowances with respect to deferred tax assets; and

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Prepaid Expenses and Other Current Assets

Property and Equipment, net

Useful lives of property and equipment are as follows:


Property and equipment		Estimated useful life
Computer equipment		5 years
Laboratory equipment		5 years
Furnitures and fixtures		7 years
Software		3 years

Leases

Impairment of Long-Lived Assets

Capitalized Software Development Costs

Research and Development

General and Administrative

Sales and Marketing

Net Loss per Common Share

Convertible Preferred Stock

Stock-Based Compensation

The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur.

Accounting pronouncements issued but not yet adopted

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of useful lives of property and equipment


Property and equipment		Estimated useful life
Computer equipment		5 years
Laboratory equipment		5 years
Furnitures and fixtures		7 years
Software		3 years

PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of property and equipment, net


	March 31,		December 31,
	2021		2020
Laboratory equipment	$	4,440	$	4,245
Computer equipment		772		765
Software		144		136
Furniture and fixtures		46		47
Construction in process		382		35
		5,784		5,228
Less: Accumulated Depreciation		(3,445)		(3,232)
Property and equipment, net	$	2,339	$	1,996

Property and equipment, net, are recorded at historical cost and consist of the following at December 31:


	2020		2019
Laboratory equipment	$	4,245	$	3,983
Computer equipment		765		737
Software		136		116
Furniture and fixtures		47		47
Construction in process		35		9
		5,228		4,892
Less: Accumulated depreciation and amortization		(3,232)		(2,341)
Property and equipment, net	$	1,996	$	2,551

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of accrued expenses and other current liabilities


	March 31,		December 31,
	2021		2020
Salary and bonus	$	587	$	511
Contracted service		1,276		399
Legal fees		1,019		447
Other		39		68
Total accrued expenses and other current liabilities	$	2,921	$	1,425

Accrued expenses and other current liabilities consist of the following at December 31:


	2020		2019
Salary and bonus	$	511	$	110
Contracted services		399		374
Legal fees		447		467
Other		68		63
Total accrued expenses and other current liabilities	$	1,425	$	1,014

CONVERTIBLE PREFERRED STOCK (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of authorized, issued and outstanding Convertible Preferred Stock


March 31, 2021
						Total
	Year of	Issuance			Shares	Proceeds or						Initial Liquidation
	Class	Price per		Shares	Issued and	Exchange		Issuance		Net Carrying		Price per
Class	Issuance	share		Authorized	Outstanding	Value		Costs		Value		share
Series A	2013	$	0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$	0.80
Series B	2015		0.80	31,250,000	31,250,000		25,000		—		25,000		0.80
Series C	2015-2016		4.61	8,164,323	8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71	12,738,853	12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36	14,925,373	13,636,092		73,089		175		72,914		5.36
				92,078,549	90,789,268


December 31, 2020
						Total
	Year of	Issuance			Shares	Proceeds or						Initial Liquidation
	Class	Price per		Shares	Issued and	Exchange		Issuance		Net Carrying		Price per
Class	Issuance	share		Authorized	Outstanding	Value		Costs		Value			share
Series A	2013	$	0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$	0.80
Series B	2015		0.80	31,250,000	31,250,000		25,000		—		25,000		0.80
Series C	2015-2016		4.61	8,164,323	8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71	12,738,853	12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36	14,925,373	13,636,092		73,089		171		72,918		5.36
				92,078,549	90,789,268

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2020 (in thousands, except share and per share information):


											Initial
				Shares Issued	Total Proceeds						Liquidation
	Year of	Issuance Price	Shares	and	or Exchange		Issuance		Net Carrying		Price
Class	Issuance	per share	Authorized	Outstanding	Value		Costs		Value		per share
Series A	2013	$0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$0.80
Series B	2015	0.80	31,250,000	31,250,000		25,000		—		25,000	0.80
Series C	2015 – 2016	4.61	8,164,323	8,164,323		37,638		328		37,310	4.61
Series D	2017	4.71	12,738,853	12,738,853		60,000		414		59,586	4.71
Series E	2018 – 2020	5.36	14,925,373	13,636,092		73,089		171		72,918	5.36
			92,078,549	90,789,268

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2019 (in thousands, except for share and per share information):


											Initial
				Shares Issued	Total Proceeds						Liquidation
	Year of	Issuance Price	Shares	and	or Exchange		Issuance		Net Carrying		Price
Class	Issuance	per share	Authorized	Outstanding	Value		Costs		Value		per share
Series A	2013	$0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$0.80
Series B	2015	0.80	31,250,000	31,250,000		25,000		—		25,000	0.80
Series C	2015 – 2016	4.61	8,164,323	8,164,323		37,638		328		37,310	4.61
Series D	2017	4.71	12,738,853	12,738,853		60,000		414		59,586	4.71
Series E	2018 – 2019	5.36	7,233,604	7,048,394		37,779		120		37,659	5.36
			84,386,780	84,201,570

EQUITY INCENTIVE PLAN (Tables) - Q S I Operations Inc

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of the stock option activity


		Weighted		Weighted Average
	Number of	Average Exercise		Remaining	Aggregate
	Options	Price		Contractual Term	Intrinsic Value
Outstanding at December 31, 2020	9,240,930	$	1.89	6.77	$	4,094
Granted	1,286,250		6.80
Exercised	(728,824)		1.37
Forfeited	—		—
Outstanding at March 31, 2021	9,798,356	$	2.57	7.16	$	41,406
Options exercisable at March 31, 2021	6,496,490	$	1.82	6.25	$	32,326
Vested and expected to vest at March 31, 2021	9,516,206	$	2.53	7.11	$	40,630



		Weighted	Weighted
		Average	Average	Aggregate
	Number of	Exercise	Remaining	Intrinsic
	Options	Price	Contractual Term	Value
Outstanding at January 1,2019	77,81,967	$1.61	7.88	$	7,851
Granted	31,96,721	2.41
Exercised	(2,70,997)	0.43
Forfeited	(8,13,934)	1.92
Outstanding at December 31, 2019	98,93,757	$1.88	7.72		5,280
Granted	7,90,433	2.31
Exercised	(1,44,055)	0.44
Forfeited	(12,99,205)	2.19
Outstanding at December 31, 2020	92,40,930	$1.89	6.77		4,094
Options exercisable at December 31, 2019	58,10,260	$1.59	6.76		4,788
Options exercisable at December 31, 2020	69,54,472	$1.76	6.20		3,945
Vested and expected to vest at December 31, 2019	96,57,854	$1.87	7.75		5,251
Vested and expected to vest at December 31, 2020	90,45,548	$1.88	6.73		4,082

Schedule of assumptions used to value option grants to employees and nonemployees for year ended 2020 and employees for year ended 2019

The assumptions used to value option grants to employees and nonemployees for the year ended December 31, 2020 and employees for the year ended December 31, 2019 were as follows:


	2020	2019
Risk free interest rate	0.3% – 0.6%	1.4% – 1.9%
Expected dividend yield	0%	0%
Expected term	5.0 years – 6.0 years	5.0 years – 6.2 years
Expected volatility	70%	70%

The assumptions used to value option grants to nonemployees for the year ended December 31, 2019 were as follows:


		2019
Risk free interest rate		1.4% – 1.9%
Expected dividend yield		0%
Expected term		4.0 years – 10.0 years
Expected volatility		70%

Schedule of stock options granted to employees and nonemployees


	2020	2019
Stock options granted to employees	697,433	2,730,000
Stock options granted to nonemployees	93,000	466,721
Total stock options granted	790,433	3,196,721

Summary of the restricted stock activity


	Number of	Weighted Average
	Shares of	Grant-Date Fair
	Restricted Stock	Value
Outstanding non-vested restricted stock at December 31, 2020	—
Granted	5,610,752	$	6.53
Repurchased	—		—
Restrictions lapsed	—		—
Outstanding non-vested restricted stock at March 31, 2021	5,610,752	$	6.53

Schedule of stock-based compensation expense


	Three months ended March 31,
	2021		2020
Research and development	$	340	$	534
General and administrative		40		49
Sales and marketing		77		59
Total Stock-based compensation expense	$	457	$	642

The Company’s stock-based compensation expense for employee and nonemployee awards for the periods presented was as follows:


	2020		2019
Employee awards	$	1,376	$	2,021
Nonemployee awards		548		694
Total stock-based compensation expense	$	1,924	$	2,715

The Company’s stock-based compensation expense is allocated to the following operating expense categories on the statements of operations for the years ended December 31, 2020 and 2019 as follows:


	2020		2019
Research and development	$	1,290	$	2,163
General and administrative		324		354
Sales and marketing		310		198
Total stock-based compensation expense	$	1,924	$	2,715

NET LOSS PER SHARE (Tables)

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of calculation of basic and diluted net loss per share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

Schedule of calculation of basic and diluted net loss per share


	Three months ended March 31,
	2021		2020
Numerator
Net Loss	$	(11,779)	$	(10,314)
Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders	$	(11,779)	$	(10,314)
Denominator
Common Stock		6,932,353		6,696,563
Denominator for Basic and Dilutive Net Loss per Share - Weighted-average Common Stock		6,932,353		6,696,563
Basic and dilutive net loss per share	$	(1.70)	$	(1.54)


	2020		2019
Numerator:
Net Loss	$	(36,613)	$	(35,792)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(36,613)	$	(35,792)
Denominator:
Common Stock		6,715,314		6,453,890
Denominator for Basic and Dilutive EPS – Weighted-average common stock		6,715,314		6,453,890
Basic and dilutive loss per share	$	(5.45)	$	(5.55)

Schedule of anti-dilutive common equivalent shares


	Three months ended March 31,
	2021	2020
Outstanding options to purchase common stock	15,409,108	9,635,470
Outstanding convertible preferred stock (Series A through E)	90,789,268	86,125,089
	106,198,376	95,760,559


	2020	2019
Outstanding options to purchase common stock	9,240,930	9,893,757
Outstanding convertible preferred stock (Series A through E)	90,789,268	84,201,570
Total anti-dilutive common equivalent shares	100,030,198	94,095,327

INCOME TAXES (Tables)

7 Months Ended

12 Months Ended

Dec. 31, 2020

Schedule of net deferred tax asset


Deferred tax asset
Net operating loss carryforward	$	13,427
Organizational costs/startup expenses		41,833
Total deferred tax assets		55,260
Valuation allowance		(55,260)
Deferred tax asset, net of allowance	$	—

Schedule of reconciliation of the federal income tax rate to our effective tax rate


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liability	(19.5)	%
Change in valuation allowance	(1.5)	%
Income tax provision	0.0	%

Schedule of net deferred tax asset


	As of December 31
	2020		2019
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	$	42,589	$	33,333
Tax credit carryforwards		7,178		5,707
Fixed assets		(161)		(152)
Non-deductible stock-based compensation		1,586		1,377
Other		182		176
Total Deferred tax assets	$	51,374	$	40,441
Valuation allowance		(51,374)		(40,441)
Net deferred tax assets (liabilities)	$	—	$	—

Schedule of reconciliation of the federal income tax rate to our effective tax rate


	Years Ended December 31
	2020		2019
Statutory Tax Rate	21.00	%	21.00	%
State taxes, net of federal benefit	6.70		6.50
Federal research and development credit	3.00		2.00
Non-deductible stock-based compensation	(0.70)		(0.90)
Return to provision – permanent items	(0.30)		—
Other	0.20		0.40
Valuation allowance	(29.90)		(29.00)
Effective Tax Rate	0.00	%	0.00	%

Summary of tax credit carryforwards


			Expire
	Amount		Through
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	65,494	2037
Federal (post-2017 NOLs)		92,737	—
Connecticut		157,980	2040
Tax credit carryforwards:
Federal research and development		5,601	2040
Connecticut research and development		1,969	—
Connecticut other		58	2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended			4 Months Ended	7 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Sep. 09, 2020
Net loss	$ (10,405,903)	$ (673,687)		$ (574,687)	$ (3,586,390)
Accumulated deficit	(13,992,293)	$ (674,687)		$ (674,687)	(3,586,390)	$ (3,586,390)		$ (227,601)
Uncertain tax positions	0				0	0
Q S I Operations Inc
Net loss	(11,779,000)		$ (10,314,000)			(36,613,000)	$ (35,792,000)
Accumulated deficit	(184,022,000)				(172,243,000)	(172,243,000)	(135,630,000)
Impairment of long-lived assets	$ 0		$ 0			0	0
Advertising costs						$ 87,000	15,000
Vesting period						4 years
Term of stock options						10 years
Uncertain tax positions					$ 0	$ 0	$ 0

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details) - Q S I Operations Inc	12 Months Ended
	Dec. 31, 2020
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Laboratory equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Software
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Q S I Operations Inc - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, transfer from Level 1 to Level 2	$ 0	$ 0	$ 0
Assets, transfer from Level 2 to Level 1	0	0	0
Liabilities, transfer from Level 1 to Level 2	0	0	0
Liabilities, transfer from Level 2 to Level 1	0	0	0
Assets, transfer out of Level 3	0	0	0
Assets, transfer into Level 3	0	0	0
Liabilities, transfer into Level 3	0	0	0
Liabilities, transfer out of Level 3	0	0	0
Money market funds \| Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Money market funds, fair value	$ 25,510,000	$ 36,040,000	$ 31,895,000

PROPERTY AND EQUIPMENT, NET (Details) - Q S I Operations Inc - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, cost	$ 5,784		$ 5,228	$ 4,892
Less: Accumulated depreciation and amortization	(3,445)		(3,232)	(2,341)
Property and equipment, net	2,339		1,996	2,551
Depreciation and amortization expense	213	$ 229	894	780
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property and equipment, cost	4,440		4,245	3,983
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, cost	772		765	737
Software
Property, Plant and Equipment [Line Items]
Property and equipment, cost	144		136	116
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, cost	46		47	47
Construction in process
Property, Plant and Equipment [Line Items]
Property and equipment, cost	$ 382		$ 35	$ 9

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Q S I Operations Inc - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Salary and bonus	$ 587	$ 511	$ 110
Contracted service	1,276	399	374
Legal fees	1,019	447	467
Other	39	68	63
Total accrued expenses and other current liabilities	$ 2,921	$ 1,425	$ 1,014

NOTES PAYABLE (Details) - Q S I Operations Inc - PPP - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Amount of loan proceeds received	$ 1,749	$ 1,749
Percentage of interest rate on loan	1.00%	1.00%
Monthly repayment term	5 years	5 years
Repayment term after Deferment Period	5 years	5 years

CONVERTIBLE PREFERRED STOCK (Details)	3 Months Ended		7 Months Ended	12 Months Ended
CONVERTIBLE PREFERRED STOCK (Details)	Mar. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) item Vote $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Temporary Equity [Line Items]
Shares Outstanding \| shares			10,248,923	10,248,923
Issuance Costs \| $			$ 372,750
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively \| $	$ 92,083,330		$ 102,489,230	$ 102,489,230
Q S I Operations Inc
Temporary Equity [Line Items]
Shares Authorized \| shares	92,078,549		92,078,549	92,078,549	84,386,780
Shares Issued \| shares	90,789,268		90,789,268	90,789,268	84,201,570
Shares Outstanding \| shares	90,789,268		90,789,268	90,789,268	84,201,570
Total Proceeds or Exchange Value \| $		$ 10,310,000		$ 35,311,000	$ 18,177,000
Issuance Costs \| $	$ 4,000	$ 22,000		52,000	51,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively \| $	$ 195,810,000		$ 195,814,000	$ 195,814,000	$ 160,555,000
Dividend rate percentage for convertible preferred stock				8.00%
Offering price per share, minimum number of times of series D convertible preferred stock conversion price \| item				3
Series D Convertible Preferred Stock Conversion Price \| $ / shares				$ 4.71
Q S I Operations Inc \| Minimum
Temporary Equity [Line Items]
Minimum aggregate proceeds from initial public offering \| $				$ 80,000,000
Q S I Operations Inc \| Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share \| $ / shares	$ 0.04			$ 0.04	$ 0.04
Shares Authorized \| shares	25,000,000		25,000,000	25,000,000	25,000,000
Shares Issued \| shares	25,000,000		25,000,000	25,000,000	25,000,000
Shares Outstanding \| shares	25,000,000		25,000,000	25,000,000	25,000,000
Total Proceeds or Exchange Value \| $	$ 1,000,000			$ 1,000,000	$ 1,000,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively \| $	$ 1,000,000		$ 1,000,000	$ 1,000,000	$ 1,000,000
Initial Liquidation Price per share \| $ / shares	$ 0.80		$ 0.80	$ 0.80	$ 0.80
Number of votes per share of common stock into which preferred stock convertible \| Vote				10
Preferred stock conversion ratio				1
Q S I Operations Inc \| Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share \| $ / shares	$ 0.80			$ 0.80	$ 0.80
Shares Authorized \| shares	31,250,000		31,250,000	31,250,000	31,250,000
Shares Issued \| shares	31,250,000		31,250,000	31,250,000	31,250,000
Shares Outstanding \| shares	31,250,000		31,250,000	31,250,000	31,250,000
Total Proceeds or Exchange Value \| $	$ 25,000,000			$ 25,000,000	$ 25,000,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively \| $	$ 25,000,000		$ 25,000,000	$ 25,000,000	$ 25,000,000
Initial Liquidation Price per share \| $ / shares	$ 0.80		$ 0.80	$ 0.80	$ 0.80
Q S I Operations Inc \| Series C Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share \| $ / shares	$ 4.61			$ 4.61	$ 4.61
Shares Authorized \| shares	8,164,323		8,164,323	8,164,323	8,164,323
Shares Issued \| shares	8,164,323		8,164,323	8,164,323	8,164,323
Shares Outstanding \| shares	8,164,323		8,164,323	8,164,323	8,164,323
Total Proceeds or Exchange Value \| $	$ 37,638,000			$ 37,638,000	$ 37,638,000
Issuance Costs \| $	328,000			328,000	328,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively \| $	$ 37,310,000		$ 37,310,000	$ 37,310,000	$ 37,310,000
Initial Liquidation Price per share \| $ / shares	$ 4.61		$ 4.61	$ 4.61	$ 4.61
Q S I Operations Inc \| Series D Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share \| $ / shares	$ 4.71			$ 4.71	$ 4.71
Shares Authorized \| shares	12,738,853		12,738,853	12,738,853	12,738,853
Shares Issued \| shares	12,738,853		12,738,853	12,738,853	12,738,853
Shares Outstanding \| shares	12,738,853		12,738,853	12,738,853	12,738,853
Total Proceeds or Exchange Value \| $	$ 60,000,000			$ 60,000,000	$ 60,000,000
Issuance Costs \| $	414,000			414,000	414,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively \| $	$ 59,586,000		$ 59,586,000	$ 59,586,000	$ 59,586,000
Initial Liquidation Price per share \| $ / shares	$ 4.71		$ 4.71	$ 4.71	$ 4.71
Q S I Operations Inc \| Series E Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share \| $ / shares	$ 5.36			$ 5.36	$ 5.36
Shares Authorized \| shares	14,925,373		14,925,373	14,925,373	7,233,604
Shares Issued \| shares	13,636,092		13,636,092	13,636,092	7,048,394
Shares Outstanding \| shares	13,636,092		13,636,092	13,636,092	7,048,394
Total Proceeds or Exchange Value \| $	$ 73,089,000			$ 73,089,000	$ 37,779,000
Issuance Costs \| $	175,000			171,000	120,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively \| $	$ 72,914,000		$ 72,918,000	$ 72,918,000	$ 37,659,000
Initial Liquidation Price per share \| $ / shares	$ 5.36		$ 5.36	$ 5.36	$ 5.36
Q S I Operations Inc \| Series B Through E Convertible Preferred stock
Temporary Equity [Line Items]
Number of votes per share of common stock into which preferred stock convertible \| Vote				1
Preferred stock conversion ratio				1

STOCKHOLDERS' DEFICIT (Details) - Q S I Operations Inc	12 Months Ended
STOCKHOLDERS' DEFICIT (Details) - Q S I Operations Inc	Dec. 31, 2020 Vote $ / shares shares	Dec. 31, 2019 Vote $ / shares shares	Mar. 31, 2021 shares	Mar. 31, 2020 shares	Dec. 31, 2018 shares
Common Stock
Class of Stock [Line Items]
Common Stock, Shares Authorized	90,000,000	80,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding	6,743,933	6,599,878	7,472,757	6,709,967	6,328,881
Number of votes per share \| Vote	1	1
Special-voting common stock
Class of Stock [Line Items]
Common Stock, Shares Authorized	25,000,000	25,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Number of votes per share \| Vote	10	10

EQUITY INCENTIVE PLAN - Additional Information (Details) - Q S I Operations Inc - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Nov. 30, 2020	Aug. 31, 2019	Jan. 01, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	5,610,752
Compensation expense	$ 457,000	$ 642,000	$ 1,924,000	$ 2,715,000
Proceeds from exercise of stock options	$ 999,000	$ 18,000	63,000	116,000
Total intrinsic value of stock options exercised			$ 323,000	$ 554,000
Weighted- average grant date fair value of options granted	$ 6.53		$ 1.43	$ 1.57
Total unrecognized stock-based compensation expense			$ 2,912,000
Total unrecognized stock-based compensation expense recognized over remaining weighted average vesting period			2 years 2 months 12 days
Equity volatility			70.00%	70.00%
Number of Shares of Restricted Stock
Outstanding non-vested restricted stock at March 31, 2021	5,610,752
Weighted Average Grant-Date Fair Value
Outstanding non-vested restricted stock at December 31, 2020	$ 0.00
Outstanding non-vested restricted stock at March 31, 2021	$ 6.53		$ 0.00
2013 Employee, Director and Consultant Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of Common Stock were reserved for issuance			5,990,137		22,000,000	19,000,000	16,700,000
Granted	1,286,250		790,433	3,196,721
Option awards subject to certain performance conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense				$ 295,000
Granted			75,000	600,000
Option awards subject to single performance-based condition
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted				257,000
Restricted Stock [Member] \| 2013 Employee, Director and Consultant Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	5,041,752		0	0
Compensation expense			$ 0

EQUITY INCENTIVE PLAN - Stock option activity (Details) - Q S I Operations Inc - 2013 Employee, Director and Consultant Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of Options
Outstanding at December 31, 2020	9,240,930	9,893,757	7,781,967
Granted	1,286,250	790,433	3,196,721
Exercised	(728,824)	(144,055)	(270,997)
Forfeited		(1,299,205)	(813,934)
Outstanding at March 31, 2021	9,798,356	9,240,930	9,893,757	7,781,967
Options exercisable at December 31	6,496,490	6,954,472	5,810,260
Vested and expected to vest at December 31	9,516,206	9,045,548	9,657,854
Weighted Average Exercise Price
Outstanding at December 31, 2020	$ 1.89	$ 1.88	$ 1.61
Granted	6.80	2.31	2.41
Exercised	1.37	0.44	0.43
Forfeited		2.19	1.92
Outstanding at March 31, 2021	2.57	1.89	1.88	$ 1.61
Options exercisable at December 31	1.82	1.76	1.59
Vested and expected to vest at December 31	$ 2.53	$ 1.88	$ 1.87
Weighted Average Remaining Contractual Term
Outstanding	7 years 1 month 28 days	6 years 9 months 7 days	7 years 8 months 19 days	7 years 10 months 17 days
Options exercisable at December 31	6 years 3 months	6 years 2 months 12 days	6 years 9 months 4 days
Vested and expected to vest at December 31	7 years 1 month 10 days	6 years 8 months 23 days	7 years 9 months
Aggregate Intrinsic Value
Outstanding	$ 41,406	$ 4,094	$ 5,280	$ 7,851
Options exercisable at December 31	32,326	3,945	4,788
Vested and expected to vest at December 31	$ 40,630	$ 4,082	$ 5,251
Option awards subject to certain service and performance conditions
Number of Options
Granted	1,120,000

EQUITY INCENTIVE PLAN - Assumptions used to value option grants (Details) - Q S I Operations Inc	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Expected volatility	70.00%
Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, minimum	0.30%
Risk free interest rate, maximum	0.60%
Option \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	5 years
Option \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 years
Option \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, minimum		1.40%
Risk free interest rate, maximum		1.90%
Expected dividend yield		0.00%
Expected volatility		70.00%
Option \| Employees \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term		5 years
Option \| Employees \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term		6 years 2 months 12 days
Option \| Nonemployees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, minimum		1.40%
Risk free interest rate, maximum		1.90%
Expected dividend yield		0.00%
Expected volatility		70.00%
Option \| Nonemployees \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term		4 years
Option \| Nonemployees \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term		10 years

EQUITY INCENTIVE PLAN - Stock-based compensation expense (Details) - Q S I Operations Inc - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense	$ 457	$ 642	$ 1,924	$ 2,715
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense	340	534	1,290	2,163
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense	40	49	324	354
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense	$ 77	$ 59	310	198
Employees
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense			1,376	2,021
Nonemployees
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense			$ 548	$ 694

EQUITY INCENTIVE PLAN - Stock options granted (Details) - Q S I Operations Inc - 2013 Employee, Director and Consultant Equity Incentive Plan - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted	1,286,250	790,433	3,196,721
Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		697,433	2,730,000
Nonemployees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		93,000	466,721

NET LOSS PER SHARE - Basic and Diluted (Details) - USD ($)	3 Months Ended			4 Months Ended	7 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Numerator
Net loss	$ (10,405,903)	$ (673,687)		$ (574,687)	$ (3,586,390)
Denominator
Weighted average shares outstanding of common stock	405,000				405,000
Q S I Operations Inc
Numerator
Net loss	$ (11,779,000)		$ (10,314,000)			$ (36,613,000)	$ (35,792,000)
Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders	$ (11,779,000)		$ (10,314,000)			$ (36,613,000)	$ (35,792,000)
Denominator
Common Stock	6,932,353		6,696,563			6,715,314	6,453,890
Weighted average shares outstanding of common stock	6,932,353		6,696,563			6,715,314	6,453,890
Basic and diluted income per share	$ (1.70)		$ (1.54)			$ (5.45)	$ (5.55)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

NET LOSS PER SHARE - Anti-dilutive common equivalent shares (Details) - Q S I Operations Inc - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common equivalent shares	106,198,376	95,760,559	100,030,198	94,095,327
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common equivalent shares	15,409,108	9,635,470	9,240,930	9,893,757
Outstanding convertible preferred stock (Series A through E)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common equivalent shares	90,789,268	86,125,089	90,789,268	84,201,570

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		7 Months Ended	12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Estimated annual effective tax rate			0.00%
Federal statutory rate			21.00%
Q S I Operations Inc
Increase in valuation allowance				$ 10,933	$ 10,352
Percentage on research and development tax credit carryforwards for cash payment				65.00%
Estimated annual effective tax rate	0.00%	0.00%		0.00%	0.00%
Federal statutory rate	21.00%			21.00%	21.00%
Q S I Operations Inc \| Prepaid expenses and other current assets
Research and development tax credit receivables				$ 550	$ 368
Q S I Operations Inc \| Research and development
Recognized net benefits				$ 182	$ 368

INCOME TAXES - Net Deferred Tax Asset (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	$ 13,427
Total deferred tax assets	55,260
Valuation allowance	(55,260)
Deferred tax assets, net of allowance	0
Q S I Operations Inc
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	42,589,000	$ 33,333,000
Tax credit carryforwards	7,178,000	5,707,000
Fixed assets	(161,000)	(152,000)
Non-deductible stock-based compensation	1,586,000	1,377,000
Other	182,000	176,000
Total deferred tax assets	51,374,000	40,441,000
Valuation allowance	(51,374,000)	(40,441,000)
Deferred tax assets, net of allowance

INCOME TAXES - Reconciliation of the federal income tax rate to our effective tax rate (Details)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Federal statutory rate			21.00%
State taxes, net of federal benefit			0.00%
Valuation allowance			(1.50%)
Income tax provision			0.00%
Q S I Operations Inc
Federal statutory rate	21.00%			21.00%	21.00%
State taxes, net of federal benefit				6.70%	6.50%
Federal research and development credit				3.00%	2.00%
Non-deductible stock-based compensation				(0.70%)	(0.90%)
Return to provision - permanent items				(0.30%)
Other				0.20%	0.40%
Valuation allowance				(29.90%)	(29.00%)
Income tax provision	0.00%	0.00%		0.00%	0.00%

INCOME TAXES - Summary of tax credit carryforwards (Details)	12 Months Ended
	Dec. 31, 2020 USD ($)
Tax Credit Carryforward [Line Items]
Tax net operating loss carryforwards	$ 63,937
Federal research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 5,601,000
Tax credit carryforwards, expiration year	2040 years
Connecticut research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 1,969,000
Connecticut other
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 58,000
Tax credit carryforwards, expiration year	2025 years
Federal (pre-2018 NOLs) Expire Through 2037
Tax Credit Carryforward [Line Items]
Tax net operating loss carryforwards	$ 65,494,000
Net operating loss carryforwards, expiration year	2037
Federal (post-2017 NOLs)
Tax Credit Carryforward [Line Items]
Tax net operating loss carryforwards	$ 92,737,000
Connecticut expire through 2040
Tax Credit Carryforward [Line Items]
Tax net operating loss carryforwards	$ 157,980,000
Net operating loss carryforwards, expiration year	2040

RELATED PARTY TRANSACTIONS (Details) - Q S I Operations Inc - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Operating lease, payments	$ 80		$ 80	$ 322
Other assets - related party in prepaid advance	738		738	994
President, Chief Operating Officer and Other Employees
Related Party Transaction [Line Items]
Related parties payable amount			$ 150	170
President, Chief Operating Officer and Other Employees \| Minimum
Related Party Transaction [Line Items]
Interest rate (as percent)			0.65%
President, Chief Operating Officer and Other Employees \| Maximum
Related Party Transaction [Line Items]
Interest rate (as percent)			2.37%
4Catalyzer Corporation
Related Party Transaction [Line Items]
Operating lease, payments			$ 155	224
Other assets - related party in prepaid advance	738		738	844
Related party expense incurred	535		380
Related parties operating expenses	0		13	423
4Catalyzer Corporation \| Equipment Leased to Other Party
Related Party Transaction [Line Items]
Operating lease, payments	73	$ 46
Amended and Restated Technology Services Agreement
Related Party Transaction [Line Items]
Related party expense incurred			1,516	2,214
Due to related parties	13		28	44
Due from Related Parties	$ 88		69	$ 15
Amounts are paid or received throughout the year within days after the end of each month	30 days
Amended and Restated Technology Services Agreement \| President, Chief Operating Officer and Other Employees
Related Party Transaction [Line Items]
Related parties payable amount	$ 0		$ 150

COMMITMENTS AND CONTINGENCIES (Details) - Q S I Operations Inc - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Mar. 29, 2021
Value of the equipment under capital lease arrangements	$ 124		$ 124
Interest expense	1	$ 2	6	$ 5
Unamortized balance of the lease obligation	13		28
Minimum annual fixed payments for right to use intellectual property	$ 220		$ 220
Payment for expenses in connection with business combination					$ 3,800

SUBSEQUENT EVENTS (Details) - Q S I Operations Inc - USD ($)				3 Months Ended
	Jun. 10, 2021	Apr. 20, 2021	Feb. 17, 2021	Mar. 31, 2021
SUBSEQUENT EVENTS
Number of units granted				5,610,752
Amount of gross proceeds received	$ 511,176,000,000
Subsequent event
SUBSEQUENT EVENTS
Stock price			$ 16.08
Amount of gross proceeds received	$ 511,176
Subsequent event \| Restricted stock units
SUBSEQUENT EVENTS
Number of units granted		270,000
Subsequent event \| Stock options
SUBSEQUENT EVENTS
Number of options granted		1,550,000
Subsequent event \| Performance shares
SUBSEQUENT EVENTS
Number of options granted		625,000
Merger Agreement \| HighCape \| Subsequent event \| Contemplated Merger is Consummated Upon First 25 % of Awards will Cliff Vest on January 7, 2022
SUBSEQUENT EVENTS
Vesting percent			25.00%
Merger Agreement \| HighCape \| Subsequent event \| Contemplated Merger is Consummated Upon Award Vesting in Full Upon CEO's Continued Employment
SUBSEQUENT EVENTS
Amount raised			$ 50,000,000
Stock price			$ 16.08
Trading days			20 days
Consecutive trading days			30 days
Merger Agreement \| HighCape \| Subsequent event \| Chief Executive Officer \| Restricted stock units \| Contemplated Merger is Consummated Upon First 25 % of Awards will Cliff Vest on January 7, 2022
SUBSEQUENT EVENTS
Number of units granted			2,136,000
Merger Agreement \| HighCape \| Subsequent event \| Chief Executive Officer \| Restricted stock units \| Contemplated Merger is Consummated Upon Award Vesting in Full Upon CEO's Continued Employment
SUBSEQUENT EVENTS
Number of units granted			569,000
Merger Agreement \| HighCape \| Subsequent event \| General Counsel \| Restricted stock units \| Contemplated Merger is Consummated Upon First 25 % of Awards will Cliff Vest on January 7, 2022
SUBSEQUENT EVENTS
Number of units granted			213,600

EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED) (Details) - Q S I Operations Inc - USD ($)	Jun. 10, 2021	Apr. 20, 2021	Mar. 29, 2021	Mar. 11, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount of gross proceeds received	$ 511,176,000,000
Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contemplated to merger cost			$ 3,800,000
Amount of gross proceeds received	$ 511,176
Restricted stock units \| Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted		270,000		3,142,000
Vesting shares				1,024,000
Performance shares \| Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted		150,000		1,868,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted				1,120,000
Stock options \| Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted		1,550,000
Stock options \| Performance shares \| Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted		625,000

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 591,130	$ 1,034,163
Total Current Assets	755,188	1,183,890
Total Assets	115,759,069	116,186,042
Current liabilities
Total Current Liabilities	1,605,439	146,558
LONG-TERM LIABILITIES
Total Liabilities	18,675,738	8,696,808
COMMITMENTS AND CONTINGENCIES (NOTE 13)
CONVERTIBLE PREFERRED STOCK
Class A common stock subject to possible redemption, 10,248,923 shares at $10.00 per share	92,083,330	102,489,230
STOCKHOLDERS' DEFICIT:
Class A Common Stock		166
Additional Paid-in Capital	18,991,736	8,585,940
Accumulated deficit	(13,992,293)	(3,586,390)
Total Stockholders' Equity	5,000,001	5,000,004
Total Liabilities and Stockholders' Equity	115,759,069	116,186,042
Q S I Operations Inc
Current assets
Cash	26,654,000	36,910,000	$ 32,930,000
Prepaid expenses and other current assets	3,243,000	716,000	478,000
Due from related parties	88,000	232,000	458,000
Total Current Assets	29,985,000	37,858,000	33,866,000
PROPERTY AND EQUIPMENT, NET	2,339,000	1,996,000	2,551,000
OTHER ASSETS - RELATED PARTY	738,000	738,000	994,000
Total Assets	33,062,000	40,592,000	37,411,000
Current liabilities
Accounts payable	2,095,000	1,301,000	869,000
Due to related parties	535,000	28,000	44,000
Accrued expenses and other current liabilities	2,921,000	1,425,000	1,014,000
Total Current Liabilities	5,551,000	2,754,000	1,927,000
LONG-TERM LIABILITIES
Notes payable	1,749,000	1,749,000
Total Liabilities	7,300,000	4,503,000	1,955,000
COMMITMENTS AND CONTINGENCIES (NOTE 13)
CONVERTIBLE PREFERRED STOCK
Class A common stock subject to possible redemption, 10,248,923 shares at $10.00 per share	195,810,000	195,814,000	160,555,000
STOCKHOLDERS' DEFICIT:
Additional Paid-in Capital	13,973,000	12,517,000	10,530,000
Accumulated deficit	(184,022,000)	(172,243,000)	(135,630,000)
Total Stockholders' Equity	(170,048,000)	(159,725,000)	(125,099,000)
Total Liabilities and Stockholders' Equity	33,062,000	40,592,000	37,411,000
Q S I Operations Inc \| Common Stock
STOCKHOLDERS' DEFICIT:
Class A Common Stock	1,000	1,000	1,000
Q S I Operations Inc \| Special-voting common stock
STOCKHOLDERS' DEFICIT:
Class A Common Stock	$ 0	$ 0	$ 0

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Convertible preferred stock, par value		$ 10.00
Shares Outstanding		10,248,923
Q S I Operations Inc
Convertible preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Convertible preferred stock, aggregate liquidation preference	$ 216	$ 216	$ 180
Convertible preferred stock, shares authorized	92,078,549	92,078,549	84,386,780
Convertible preferred stock, shares issued	90,789,268	90,789,268	84,201,570
Shares Outstanding	90,789,268	90,789,268	84,201,570
Q S I Operations Inc \| Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	95,000,000	90,000,000	80,000,000
Common stock, shares issued	7,472,757	6,743,933	6,599,878
Common stock, shares outstanding	7,472,757	6,743,933	6,599,878
Q S I Operations Inc \| Special-voting common stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000	25,000,000
Common stock, shares issued	0	0	0
Common stock, shares outstanding	0	0	0

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
OPERATING EXPENSES:
Loss from operations	$ (1,887,583)
Net loss	$ (10,405,903)
Redeemable Class A Common Stock, Basic and Diluted	405,000
Q S I Operations Inc
OPERATING EXPENSES:
Research and development	$ 7,972,000	$ 7,924,000	$ 27,555,000	$ 28,102,000
General and administrative	3,417,000	2,220,000	7,984,000	7,884,000
Sales and marketing	390,000	259,000	1,152,000	634,000
Total operating expenses	11,779,000	10,403,000	36,691,000	36,620,000
Loss from operations	(11,779,000)	(10,403,000)	(36,691,000)	(36,620,000)
INTEREST INCOME	0	89,000	104,000	833,000
Income before provision for income taxes	(11,779,000)	(10,314,000)	(36,613,000)	(35,792,000)
PROVISION FOR INCOME TAXES	0	0
Net loss	$ (11,779,000)	$ (10,314,000)	$ (36,613,000)	$ (35,792,000)
Earnings/Basic and Diluted Redeemable Class A Common Stock	$ (1.70)	$ (1.54)	$ (5.45)	$ (5.55)
Redeemable Class A Common Stock, Basic and Diluted	6,932,353	6,696,563	6,715,314	6,453,890

CONDENSED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($)	Q S I Operations Inc Outstanding convertible preferred stock (Series A through E)	Q S I Operations Inc Common Stock	Q S I Operations Inc Additional Paid-in Capital	Q S I Operations Inc (Accumulated Deficit)/ Retained Earnings	Q S I Operations Inc	Additional Paid-in Capital	(Accumulated Deficit)/ Retained Earnings	Total
Balance at the beginning at Dec. 31, 2018	$ 142,429,000
Balance at the beginning (in shares) at Dec. 31, 2018	80,810,340
Issuance of series E convertible preferred stock, net of issuance costs	$ 18,126,000
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	3,391,230
Balance at the ending at Dec. 31, 2019	$ 160,555,000				$ 160,555,000
Balance at the ending (in shares) at Dec. 31, 2019	84,201,570				84,201,570
Balance at the beginning at Dec. 31, 2018		$ 1,000	$ 7,699,000	$ (99,838,000)	$ (92,138,000)
Balance at the beginning (in shares) at Dec. 31, 2018		6,328,881
Net loss				(35,792,000)	(35,792,000)
Common stock issued upon exercise of stock options			116,000		116,000
Common stock issued upon exercise of stock options (in shares)		270,997
Stock-based compensation expense			2,715,000		2,715,000
Balance at the end at Dec. 31, 2019		$ 1,000	10,530,000	(135,630,000)	(125,099,000)
Balance at the ending (in shares) at Dec. 31, 2019		6,599,878
Issuance of series E convertible preferred stock, net of issuance costs	$ 10,288,000
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	1,923,519
Balance at the ending at Mar. 31, 2020	$ 170,843,000
Balance at the ending (in shares) at Mar. 31, 2020	86,125,089
Net loss				(10,314,000)	(10,314,000)
Common stock issued upon exercise of stock options			18,000		18,000
Common stock issued upon exercise of stock options (in shares)		110,089
Stock-based compensation expense			642,000		642,000
Balance at the end at Mar. 31, 2020		$ 1,000	11,190,000	(145,944,000)	(134,753,000)
Balance at the ending (in shares) at Mar. 31, 2020		6,709,967
Balance at the beginning at Dec. 31, 2019	$ 160,555,000				$ 160,555,000
Balance at the beginning (in shares) at Dec. 31, 2019	84,201,570				84,201,570
Issuance of series E convertible preferred stock, net of issuance costs	$ 35,259,000
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	6,587,698
Balance at the ending at Dec. 31, 2020	$ 195,814,000				$ 195,814,000			$ 102,489,230
Balance at the ending (in shares) at Dec. 31, 2020	90,789,268				90,789,268			10,248,923
Balance at the beginning at Dec. 31, 2019		$ 1,000	10,530,000	(135,630,000)	$ (125,099,000)
Balance at the beginning (in shares) at Dec. 31, 2019		6,599,878
Net loss				(36,613,000)	(36,613,000)
Common stock issued upon exercise of stock options			63,000		63,000
Common stock issued upon exercise of stock options (in shares)		144,055
Stock-based compensation expense			1,924,000		1,924,000
Balance at the end at Dec. 31, 2020		$ 1,000	12,517,000	(172,243,000)	(159,725,000)	$ 8,585,940	$ (3,586,390)	$ 5,000,004
Balance at the ending (in shares) at Dec. 31, 2020		6,743,933
Balance at the ending at Dec. 31, 2020	$ 195,814,000				$ 195,814,000			$ 102,489,230
Balance at the ending (in shares) at Dec. 31, 2020	90,789,268				90,789,268			10,248,923
Balance at the beginning at Jun. 09, 2020						0	0	$ 0
Net loss							(3,586,390)	(3,586,390)
Balance at the end at Dec. 31, 2020		$ 1,000	12,517,000	(172,243,000)	$ (159,725,000)	8,585,940	(3,586,390)	5,000,004
Balance at the ending (in shares) at Dec. 31, 2020		6,743,933
Issuance of series E convertible preferred stock, net of issuance costs	$ (4,000)
Balance at the ending at Mar. 31, 2021	$ 195,810,000				$ 195,810,000			92,083,330
Balance at the ending (in shares) at Mar. 31, 2021	90,789,268				90,789,268
Net loss				(11,779,000)	$ (11,779,000)		(10,405,903)	(10,405,903)
Common stock issued upon exercise of stock options			999,000		999,000
Common stock issued upon exercise of stock options (in shares)		728,824
Stock-based compensation expense			457,000		457,000
Balance at the end at Mar. 31, 2021		$ 1,000	$ 13,973,000	$ (184,022,000)	$ (170,048,000)	$ 18,991,736	$ (13,992,293)	$ 5,000,001
Balance at the ending (in shares) at Mar. 31, 2021		7,472,757

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (10,405,903)		$ (3,586,390)
Changes in assets and liabilities:
Net cash (used in) operating activities	(443,033)		(268,460)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities			(115,000,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issuance costs for Series E convertible preferred stock			(372,750)
Net cash provided by financing activities			116,302,623
Cash - Beginning of period	1,034,163
Cash - End of period	591,130		1,034,163	$ 1,034,163
Q S I Operations Inc
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	(11,779,000)	$ (10,314,000)		(36,613,000)	$ (35,792,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	213,000	229,000		894,000	780,000
Loss on disposal of fixed assets		2,000		2,000	1,000
Stock-based compensation expense	457,000	642,000		1,924,000	2,715,000
Changes in assets and liabilities:
Prepaid expenses and other current assets	(2,527,000)	(99,000)		(238,000)	234,000
Due from related parties	144,000	(154,000)		226,000	591,000
Other assets - related party		150,000		256,000	(41,000)
Accounts payable	737,000	1,359,000		552,000	164,000
Due to related parties	507,000	119,000		(16,000)	(434,000)
Accrued expenses and other current liabilities	1,512,000	(111,000)		440,000	574,000
Net cash (used in) operating activities	(10,736,000)	(8,177,000)		(32,573,000)	(30,708,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(500,000)	(262,000)		(461,000)	(1,241,000)
Net cash used in investing activities	(500,000)	(262,000)		(461,000)	(1,241,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	999,000	18,000		63,000	116,000
Proceeds from issuance of Series E convertible preferred stock		10,310,000		35,311,000	18,177,000
Stock issuance costs for Series E convertible preferred stock	(4,000)	(22,000)		(52,000)	(51,000)
Principal payments under capital lease obligations	(15,000)	(16,000)		(57,000)	(25,000)
Net cash provided by financing activities	980,000	10,290,000		37,014,000	18,217,000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(10,256,000)	1,851,000		3,980,000	(13,732,000)
Cash - Beginning of period	36,910,000	32,930,000		32,930,000	46,662,000
Cash - End of period	26,654,000	34,781,000	$ 36,910,000	36,910,000	32,930,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash received from exchange of research and development tax credits	377,000				352,000
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
Noncash acquisition of property and equipment	86,000	55,000		30,000	260,000
Forgiveness of related party promissory notes	$ 150,000	$ 20,000		$ 20,000	$ 50,000

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended	12 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Mar. 31, 2021	Dec. 31, 2020
Q S I Operations Inc
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Q-SI Operations Inc. (formerly Quantum-Si Incorporated, “Quantum-Si”, the “Company”, “we”, “us” and “our”) was incorporated as a Delaware corporation on June 24, 2013. The Company is a 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 Company has developed a proprietary universal single molecule detection platform that the Company is applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”). The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. On February 21, 2021, the Company entered into a business combination agreement with HighCape Capital Acquisition Corp. (“HighCape”), a Special Purpose Acquisition Company. The business combination with HighCape, which was consummated on June 10, 2021, provided all holders of common and preferred stock of the Company with the right to receive a portion of common stock of the combined company. In connection with the closing of the business combination, the Company’s name was changed to Q-SI Operations Inc. and HighCape’s name was changed to Quantum-Si Incorporated.	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Quantum-Si Incorporated (the “Company”) was incorporated as a Delaware corporation on June 24, 2013. The Company is a 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 Company has developed a proprietary universal single molecule detection platform that the Company is applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”). The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Class A Common Stock Subject to Possible Redemption

Offering Costs

Warrant Liability

Income Taxes

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11).

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

COVID‑19 Outbreak

Liquidity and Going Concern

Concentration of Credit Risk

Use of Estimates

valuation allowances with respect to deferred tax assets; and

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Impairment of Long-Lived Assets

Recent Accounting Pronouncements

Accounting pronouncements issued but not yet adopted

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

COVID‑19 Outbreak

The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cashflows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and we expect them to continue to impact, our 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 our receipt of instruments, components and supplies from the third parties we rely on to, among other things, produce our products. The COVID‑19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts.

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While we are unable to predict the full impact that the COVID‑19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the US, it is not expected to result in any significant changes in costs going forward.

Liquidity and Going Concern

Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $36,613 and $35,792 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $172,243 and $135,630, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Concentration of Credit Risk

Use of Estimates

valuation allowances with respect to deferred tax assets; and

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Cash and Cash Equivalents

Prepaid Expenses and Other Current Assets

Property and Equipment, net

Useful lives of property and equipment are as follows:


Property and equipment		Estimated useful life
Computer equipment		5 years
Laboratory equipment		5 years
Furnitures and fixtures		7 years
Software		3 years

Leases

Impairment of Long-Lived Assets

Capitalized Software Development Costs

Research and Development

General and Administrative

Sales and Marketing

Net Loss per Common Share

Convertible Preferred Stock

Stock-Based Compensation

The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur.

Income Taxes

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NOTE 9. FAIR VALUE MEASUREMENTS

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021, there were 3,833,333 Public Warrants and 135,000 Private Placement Warrants outstanding.


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,003,880	$	115,002,152

Liabilities:
Warrant Liability – Public Warrants	1	$	12,534,999	$	4,370,000
Warrant Liability – Private Placement Warrants	3	$	510,300	$	115,250

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as January 1, 2021	$	155,250	$	4,370,000	$	4,525,250
Change in valuation inputs or other assumptions		355,050		8,164,999		8,520,049
Fair value as of March 31, 2021	$	510,300	$	12,534,999	$	13,045,299

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020:


		March		December
Input		31, 2021		31, 2020
Risk-free interest rate		0.94	%		0.41	%
Trading days per year		252			252
Expected volatility		34.0	%		18.6	%
Exercise price	$	11.50		$	11.50
Stock Price	$	11.92		$	10.15

NOTE 11. FAIR VALUE MEASUREMENTS

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


		December 31,
	Level	2020
Assets:
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	115,002,152

Liabilities:
Warrant Liability - Public Warrants	1	$	4,370,000
Warrant Liability - Private Placement Warrants	3	$	155,250


	September 9,
	2020 (Initial			September 30,			December 31,
Input	Measurement)			2020			2020
Risk-free interest rate		0.34	%		0.34	%		0.34	%
Trading days per year		252			252			252
Expected volatility		27.0	%		27.0	%		27.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	10.00

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of June 10, 2020 (inception)	$	—	$	—	$	—
Initial measurement on September 9, 2020		48,600		1,380,000		1,428,600
Change in valuation inputs or other assumptions		106,650		2,990,000		3,096,650
Fair value as of December 31, 2020	$	155,250	$	4,370,000	$	4,525,250

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019.

PROPERTY AND EQUIPMENT, NET

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

PROPERTY AND EQUIPMENT, NET

4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following:


	March 31,		December 31,
	2021		2020
Laboratory equipment	$	4,440	$	4,245
Computer equipment		772		765
Software		144		136
Furniture and fixtures		46		47
Construction in process		382		35
		5,784		5,228
Less: Accumulated Depreciation		(3,445)		(3,232)
Property and equipment, net	$	2,339	$	1,996

Depreciation and amortization expense amounted to $213 and $229 for the three months ended March 31, 2021 and 2020, respectively.

4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following at December 31:


	2020		2019
Laboratory equipment	$	4,245	$	3,983
Computer equipment		765		737
Software		136		116
Furniture and fixtures		47		47
Construction in process		35		9
		5,228		4,892
Less: Accumulated depreciation and amortization		(3,232)		(2,341)
Property and equipment, net	$	1,996	$	2,551

Depreciation and amortization expense amounted to $894 and $780 for the years ended December 31, 2020 and 2019, respectively.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:


	March 31,		December 31,
	2021		2020
Salary and bonus	$	587	$	511
Contracted service		1,276		399
Legal fees		1,019		447
Other		39		68
Total accrued expenses and other current liabilities	$	2,921	$	1,425

5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following at December 31:


	2020		2019
Salary and bonus	$	511	$	110
Contracted services		399		374
Legal fees		447		467
Other		68		63
Total accrued expenses and other current liabilities	$	1,425	$	1,014

NOTES PAYABLE	3 Months Ended	12 Months Ended
NOTES PAYABLE	Mar. 31, 2021	Dec. 31, 2020
Q S I Operations Inc
NOTES PAYABLE	6. NOTES PAYABLE The Company received loan proceeds of $1,749 under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated August 10, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten-month period following the consummation of the PPP loan (the “Deferment Period”). The Company could request partial or full forgiveness of the PPP loan. If the PPP loan was not forgiven or partially forgiven, then the Company would be notified and provided details of the monthly repayment amount with a maximum term of five years. If the Company did not apply for forgiveness during the Deferment Period, then repayment would automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan was unsecured and guaranteed by the Small Business Administration and was subject to any new guidance and new requirements released by the Department of the Treasury. In connection with the closing of the business combination discussed in Note 1, the Company repaid the loan in full. The Company is accounting for the loan as debt (See Note 13).	6. NOTES PAYABLE The Company received loan proceeds of $1,749 under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated August 10, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten-month period following the consummation of the PPP loan (the “Deferment Period”). The Company may request for partial or full forgiveness of the PPP loan. If the PPP loan is not forgiven or partially forgiven, then the Company will be notified and provided details of the monthly repayment amount with a maximum term of five years. If the Company does not apply for forgiveness during the Deferment Period, then repayment will automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan is unsecured and guaranteed by the Small Business Administration and is subject to any new guidance and new requirements released by the Department of the Treasury. Subject to and following the closing of the business combination discussed in Note 14, the Company intends to repay the loan in full. The Company is accounting for the loan as debt.

CONVERTIBLE PREFERRED STOCK

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

CONVERTIBLE PREFERRED STOCK

7. CONVERTIBLE PREFERRED STOCK


March 31, 2021
						Total
	Year of	Issuance			Shares	Proceeds or						Initial Liquidation
	Class	Price per		Shares	Issued and	Exchange		Issuance		Net Carrying		Price per
Class	Issuance	share		Authorized	Outstanding	Value		Costs		Value		share
Series A	2013	$	0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$	0.80
Series B	2015		0.80	31,250,000	31,250,000		25,000		—		25,000		0.80
Series C	2015-2016		4.61	8,164,323	8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71	12,738,853	12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36	14,925,373	13,636,092		73,089		175		72,914		5.36
				92,078,549	90,789,268


December 31, 2020
						Total
	Year of	Issuance			Shares	Proceeds or						Initial Liquidation
	Class	Price per		Shares	Issued and	Exchange		Issuance		Net Carrying		Price per
Class	Issuance	share		Authorized	Outstanding	Value		Costs		Value			share
Series A	2013	$	0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$	0.80
Series B	2015		0.80	31,250,000	31,250,000		25,000		—		25,000		0.80
Series C	2015-2016		4.61	8,164,323	8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71	12,738,853	12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36	14,925,373	13,636,092		73,089		171		72,918		5.36
				92,078,549	90,789,268

7. CONVERTIBLE PREFERRED STOCK


											Initial
				Shares Issued	Total Proceeds						Liquidation
	Year of	Issuance Price	Shares	and	or Exchange		Issuance		Net Carrying		Price
Class	Issuance	per share	Authorized	Outstanding	Value		Costs		Value		per share
Series A	2013	$0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$0.80
Series B	2015	0.80	31,250,000	31,250,000		25,000		—		25,000	0.80
Series C	2015 – 2016	4.61	8,164,323	8,164,323		37,638		328		37,310	4.61
Series D	2017	4.71	12,738,853	12,738,853		60,000		414		59,586	4.71
Series E	2018 – 2020	5.36	14,925,373	13,636,092		73,089		171		72,918	5.36
			92,078,549	90,789,268

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2019 (in thousands, except for share and per share information):


											Initial
				Shares Issued	Total Proceeds						Liquidation
	Year of	Issuance Price	Shares	and	or Exchange		Issuance		Net Carrying		Price
Class	Issuance	per share	Authorized	Outstanding	Value		Costs		Value		per share
Series A	2013	$0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$0.80
Series B	2015	0.80	31,250,000	31,250,000		25,000		—		25,000	0.80
Series C	2015 – 2016	4.61	8,164,323	8,164,323		37,638		328		37,310	4.61
Series D	2017	4.71	12,738,853	12,738,853		60,000		414		59,586	4.71
Series E	2018 – 2019	5.36	7,233,604	7,048,394		37,779		120		37,659	5.36
			84,386,780	84,201,570

The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock are as follows:

Dividends

Liquidation Rights

Voting Rights

The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of the Common Stock shall be entitled to vote.

Conversion

EQUITY INCENTIVE PLAN

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

EQUITY INCENTIVE PLAN

8. EQUITY INCENTIVE PLAN

Stock option activity

A summary of the stock option activity under the Plan is presented in the table below:


		Weighted		Weighted Average
	Number of	Average Exercise		Remaining	Aggregate
	Options	Price		Contractual Term	Intrinsic Value
Outstanding at December 31, 2020	9,240,930	$	1.89	6.77	$	4,094
Granted	1,286,250		6.80
Exercised	(728,824)		1.37
Forfeited	—		—
Outstanding at March 31, 2021	9,798,356	$	2.57	7.16	$	41,406
Options exercisable at March 31, 2021	6,496,490	$	1.82	6.25	$	32,326
Vested and expected to vest at March 31, 2021	9,516,206	$	2.53	7.11	$	40,630

Restricted stock activity

A summary of the restricted stock activity under the Plan is presented in the table below:


	Number of	Weighted Average
	Shares of	Grant-Date Fair
	Restricted Stock	Value
Outstanding non-vested restricted stock at December 31, 2020	—
Granted	5,610,752	$	6.53
Repurchased	—		—
Restrictions lapsed	—		—
Outstanding non-vested restricted stock at March 31, 2021	5,610,752	$	6.53


	Three months ended March 31,
	2021		2020
Research and development	$	340	$	534
General and administrative		40		49
Sales and marketing		77		59
Total Stock-based compensation expense	$	457	$	642

9. EQUITY INCENTIVE PLAN

Stock option activity

A summary of the stock option activity under the Plan is presented in the table below:



		Weighted	Weighted
		Average	Average	Aggregate
	Number of	Exercise	Remaining	Intrinsic
	Options	Price	Contractual Term	Value
Outstanding at January 1,2019	77,81,967	$1.61	7.88	$	7,851
Granted	31,96,721	2.41
Exercised	(2,70,997)	0.43
Forfeited	(8,13,934)	1.92
Outstanding at December 31, 2019	98,93,757	$1.88	7.72		5,280
Granted	7,90,433	2.31
Exercised	(1,44,055)	0.44
Forfeited	(12,99,205)	2.19
Outstanding at December 31, 2020	92,40,930	$1.89	6.77		4,094
Options exercisable at December 31, 2019	58,10,260	$1.59	6.76		4,788
Options exercisable at December 31, 2020	69,54,472	$1.76	6.20		3,945
Vested and expected to vest at December 31, 2019	96,57,854	$1.87	7.75		5,251
Vested and expected to vest at December 31, 2020	90,45,548	$1.88	6.73		4,082


	2020	2019
Risk free interest rate	0.3% – 0.6%	1.4% – 1.9%
Expected dividend yield	0%	0%
Expected term	5.0 years – 6.0 years	5.0 years – 6.2 years
Expected volatility	70%	70%

The assumptions used to value option grants to nonemployees for the year ended December 31, 2019 were as follows:


		2019
Risk free interest rate		1.4% – 1.9%
Expected dividend yield		0%
Expected term		4.0 years – 10.0 years
Expected volatility		70%

Risk free interest rate

The risk free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant.

Expected dividend yield

The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Expected term

For nonemployee awards the contractual term is used.

Expected volatility

As the Company has been privately held since inception, there is no specific historical or implied volatility information available.

Exercise price

The exercise price is taken directly from the grant notice issued to employees and nonemployees.

The Company’s stock-based compensation expense for employee and nonemployee awards for the periods presented was as follows:


	2020		2019
Employee awards	$	1,376	$	2,021
Nonemployee awards		548		694
Total stock-based compensation expense	$	1,924	$	2,715

The stock options granted to employees and nonemployees for the periods presented was as follows:


	2020	2019
Stock options granted to employees	697,433	2,730,000
Stock options granted to nonemployees	93,000	466,721
Total stock options granted	790,433	3,196,721

The Company’s stock-based compensation expense is allocated to the following operating expense categories on the statements of operations for the years ended December 31, 2020 and 2019 as follows:


	2020		2019
Research and development	$	1,290	$	2,163
General and administrative		324		354
Sales and marketing		310		198
Total stock-based compensation expense	$	1,924	$	2,715

Total unrecognized stock-based compensation expense as of December 31, 2020, was $2,912, which will be recognized over the remaining weighted average vesting period of 2.2 years.

NET LOSS PER SHARE

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NET LOSS PER SHARE

9. NET LOSS PER SHARE

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	Three months ended March 31,
	2021		2020
Numerator
Net Loss	$	(11,779)	$	(10,314)
Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders	$	(11,779)	$	(10,314)
Denominator
Common Stock		6,932,353		6,696,563
Denominator for Basic and Dilutive Net Loss per Share - Weighted-average Common Stock		6,932,353		6,696,563
Basic and dilutive net loss per share	$	(1.70)	$	(1.54)


	Three months ended March 31,
	2021	2020
Outstanding options to purchase common stock	15,409,108	9,635,470
Outstanding convertible preferred stock (Series A through E)	90,789,268	86,125,089
	106,198,376	95,760,559

10. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including convertible preferred stock, outstanding stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	2020		2019
Numerator:
Net Loss	$	(36,613)	$	(35,792)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(36,613)	$	(35,792)
Denominator:
Common Stock		6,715,314		6,453,890
Denominator for Basic and Dilutive EPS – Weighted-average common stock		6,715,314		6,453,890
Basic and dilutive loss per share	$	(5.45)	$	(5.55)


	2020	2019
Outstanding options to purchase common stock	9,240,930	9,893,757
Outstanding convertible preferred stock (Series A through E)	90,789,268	84,201,570
Total anti-dilutive common equivalent shares	100,030,198	94,095,327

INCOME TAXES

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

NOTE 10. INCOME TAX

The Company’s net deferred tax asset is summarized as follows as of December 31, 2020:


Deferred tax asset
Net operating loss carryforward	$	13,427
Organizational costs/startup expenses		41,833
Total deferred tax assets		55,260
Valuation allowance		(55,260)
Deferred tax asset, net of allowance	$	—

The income tax provision (benefit) consists of the following for the period June 10, 2020 (inception) through December 31, 2020:


Federal
Current	$	—
Deferred		(55,260)
State
Current	$	—
Deferred		—
Change in valuation allowance		55,260
Income tax provision	$	—

As of December 31, 2020, the Company had $63,937 of U.S. federal and state net operating loss carryovers available to offset future taxable income.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrant liability	(19.5)	%
Change in valuation allowance	(1.5)	%
Income tax provision	0.0	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

10. INCOME TAXES

11. INCOME TAXES

Significant components of the Company’s deferred tax assets (liabilities) are as follows:


	As of December 31
	2020		2019
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	$	42,589	$	33,333
Tax credit carryforwards		7,178		5,707
Fixed assets		(161)		(152)
Non-deductible stock-based compensation		1,586		1,377
Other		182		176
Total Deferred tax assets	$	51,374	$	40,441
Valuation allowance		(51,374)		(40,441)
Net deferred tax assets (liabilities)	$	—	$	—


	Years Ended December 31
	2020		2019
Statutory Tax Rate	21.00	%	21.00	%
State taxes, net of federal benefit	6.70		6.50
Federal research and development credit	3.00		2.00
Non-deductible stock-based compensation	(0.70)		(0.90)
Return to provision – permanent items	(0.30)		—
Other	0.20		0.40
Valuation allowance	(29.90)		(29.00)
Effective Tax Rate	0.00	%	0.00	%


			Expire
	Amount		Through
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	65,494	2037
Federal (post-2017 NOLs)		92,737	—
Connecticut		157,980	2040
Tax credit carryforwards:
Federal research and development		5,601	2040
Connecticut research and development		1,969	—
Connecticut other		58	2025

RELATED PARTY TRANSACTIONS	3 Months Ended	7 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services.	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from June 10, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services.
Q S I Operations Inc
RELATED PARTY TRANSACTIONS	11. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $80 for this space for the three months ended March 31, 2021 and 2020. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $73 and $46 for these spaces for the three months ended March 31, 2021 and 2020, respectively. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets - related party on the condensed balance sheets. Such prepaid advances were $738 at March 31, 2021 and December 31, 2020. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the effective time of the business combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. Under the ARTSA, The Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once a quarter. The Company incurred expenses of $535 and $380 during the three months ended March 31, 2021 and 2020, respectively. The amounts advanced and due from 4C at March 31, 2021 and December 31, 2020, related to operating expenses was $0 and $13, respectively, and is included in Due from related parties on the condensed balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at March 31, 2021 and December 31, 2020 are $13 and $28, respectively, and are included in the Due to related parties on the Company’s condensed balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at March 31, 2021 and December 31, 2020 are in the aggregate $88 and $69, respectively, and are reflected in the Due from related parties on the Company’s condensed balance sheets. All amounts are paid or received throughout the year within 30 days after the end of each month. The Company had promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $0 and $150 as of March 31, 2021 and December 31, 2020, respectively.		12. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $322 and $322 for this space in 2020 and 2019, respectively. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $155 and $224 for these spaces in 2020 and 2019, respectively. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the balance sheet. Such prepaid advances were $738 and $844 at December 31, 2020 and 2019, respectively. The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, Quantum-Si and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for Quantum-Si and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses of $1,516 and $2,214 during the years ended December 31, 2020 and 2019 respectively. The amounts advanced and due from 4C at December 31, 2020 and 2019, related to operating expenses was $13 and $423, respectively, and is included in Due from related parties on the balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2020 and 2019 are $28 and $44, respectively, and are included in the due to related parties on the Company’s balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at the end of each calendar year are in the aggregate $69 and $15, and are reflected in the due from related parties on the Company’s balance sheets at December 31, 2020 and 2019, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month. The Company has promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $150 and $170 as of December 31, 2020 and 2019, respectively. The promissory notes bear interest at a rate ranging between 0.65% and 2.37% per annum and have maturity dates through June 1, 2021.

COMMITMENTS AND CONTINGENCIES	3 Months Ended	7 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically 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, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (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 to HighCape for no consideration and automatically cancelled.	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Q S I Operations Inc
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES Commitments Capital leases The Company operates equipment under a capital lease-to-own agreement. The total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $1 and $2 during the three months ended March 31, 2021 and 2020, respectively. The remaining unamortized balance of the lease obligation balance of $13 is recorded in accrued expenses and other current liabilities on the condensed balance sheet at March 31, 2021. This remaining balance is due in 2021. Licenses related to certain intellectual property The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $220. Once the Company commercializes and begins to generate revenues, there will be royalties payable by the Company based on the current anticipated utilization. Other commitments The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three months ended March 31, 2021 and 2020. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters. The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s condensed statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. On March 29, 2021, the Company entered into an agreement with a third-party service provider pursuant to which we paid them $3,800 in connection with the closing of the business combination with HighCape discussed in Note 1.		13. COMMITMENTS AND CONTINGENCIES Commitments Capital leases: The Company operates equipment under a capital lease-to-own agreement. Total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $6 and $5 in 2020 and 2019, respectively. The remaining unamortized balance of the lease obligation balance of $28 is recorded in accrued expenses and other current liabilities on the balance sheet at December 31, 2020. This remaining balance is due in 2021. Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property there are annual minimum fixed payments totaling $220. Once the Company commercializes and begins to generate revenues, there will be royalties based on the current anticipated utilization. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2020 and 2019. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

SUBSEQUENT EVENTS	3 Months Ended	7 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As described in Note 1, the Company completed the Business Combination on June 10, 2021.	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically 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, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (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 to HighCape for no consideration and automatically cancelled. As described in Note 1, the Company completed the Business Combination on June 10, 2021.
Q S I Operations Inc
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS The Company has evaluated the following events occurring after March 31, 2021 and through June 15, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On April 20, 2021, the Company granted 270,000 restricted stock units and 1,550,000 stock options to select employees and consultants. The awards are subject to certain service conditions which are satisfied by providing service to the Company over a period of time as defined by the award agreement. The restricted stock units and 625,000 of the stock options were also subject to certain performance conditions which were satisfied upon the consummation of the business combination with HighCape. The achievement of the performance condition and the commencement of the related expense recognition did not occur until the event was deemed probable, which occurred once the business combination was consummated. On June 10, 2021, the Company completed a business combination with HighCape. As a result of the business combination, the Company received gross proceeds of $511.2 million. In connection with the closing of the business combination, the Company’s outstanding Convertible Preferred Stock was automatically cancelled and converted into the right to receive shares of HighCape common stock. In addition, the Company repaid the PPP loan in full with the proceeds received from the transaction. The business combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, HighCape will be treated as the “acquired” company for financial reporting purposes.		14. SUBSEQUENT EVENTS The Company has evaluated the following events occurring after December 31, 2020 and through March 1, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On February 17, 2021, the Company entered into a merger agreement with HighCape Capital Acquisition Corporation (“HighCape”), a Special Purpose Acquisition Company. The contemplated merger with HighCape would provide all holders of common and preferred stockholder to receive common stock of the continuing public company, which will be a wholly owned subsidiary of HighCape. The proposed transaction is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by HighCape’s shareholders, satisfaction of the conditions stated in the merger agreement and other customary closing conditions. There is no assurance that the transaction will be consummated. On February 17, 2021, the Company granted 2,136,000 and 213,600 restricted stock units to the Company’s Chief Executive Officer (“CEO”) and General Counsel, respectively. If the contemplated merger is consummated, then the first 25% of the awards will cliff vest on January 7, 2022, and the remaining unvested balance will vest on a quarterly basis over a three year period beginning on March 31, 2022. On February 17, 2021, the Company also granted 569,000 restricted stock units to the CEO. If the contemplated merger is consummated, then the awards will vest in full upon the CEO’s continued employment at the time of vesting and the occurrence of one of the following events within three years of the CEO’s employment start date of November 2, 2020: (i) a financing event occurs in the Company where the amount raised exceeds $50,000 and the Company’s stock price is in excess of $16.08 per share (as adjusted) or (ii) the Company is a publicly listed entity and its stock price trades at $16.08 (as adjusted) for 20 out of 30 consecutive trading days.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Liquidity and Going Concern

COVID-19 Outbreak

COVID‑19 Outbreak

The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cashflows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and we expect them to continue to impact, our 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 our receipt of instruments, components and supplies from the third parties we rely on to, among other things, produce our products. The COVID‑19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts.

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While we are unable to predict the full impact that the COVID‑19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the US, it is not expected to result in any significant changes in costs going forward.

Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $36,613 and $35,792 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $172,243 and $135,630, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Impairment of Long-Lived Assets

valuation allowances with respect to deferred tax assets; and

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Use of Estimates

valuation allowances with respect to deferred tax assets; and

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Accounting pronouncements issued but not yet adopted

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of property and equipment, net


	March 31,		December 31,
	2021		2020
Laboratory equipment	$	4,440	$	4,245
Computer equipment		772		765
Software		144		136
Furniture and fixtures		46		47
Construction in process		382		35
		5,784		5,228
Less: Accumulated Depreciation		(3,445)		(3,232)
Property and equipment, net	$	2,339	$	1,996

Property and equipment, net, are recorded at historical cost and consist of the following at December 31:


	2020		2019
Laboratory equipment	$	4,245	$	3,983
Computer equipment		765		737
Software		136		116
Furniture and fixtures		47		47
Construction in process		35		9
		5,228		4,892
Less: Accumulated depreciation and amortization		(3,232)		(2,341)
Property and equipment, net	$	1,996	$	2,551

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of accrued expenses and other current liabilities


	March 31,		December 31,
	2021		2020
Salary and bonus	$	587	$	511
Contracted service		1,276		399
Legal fees		1,019		447
Other		39		68
Total accrued expenses and other current liabilities	$	2,921	$	1,425

Accrued expenses and other current liabilities consist of the following at December 31:


	2020		2019
Salary and bonus	$	511	$	110
Contracted services		399		374
Legal fees		447		467
Other		68		63
Total accrued expenses and other current liabilities	$	1,425	$	1,014

CONVERTIBLE PREFERRED STOCK (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of authorized, issued and outstanding Convertible Preferred Stock


March 31, 2021
						Total
	Year of	Issuance			Shares	Proceeds or						Initial Liquidation
	Class	Price per		Shares	Issued and	Exchange		Issuance		Net Carrying		Price per
Class	Issuance	share		Authorized	Outstanding	Value		Costs		Value		share
Series A	2013	$	0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$	0.80
Series B	2015		0.80	31,250,000	31,250,000		25,000		—		25,000		0.80
Series C	2015-2016		4.61	8,164,323	8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71	12,738,853	12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36	14,925,373	13,636,092		73,089		175		72,914		5.36
				92,078,549	90,789,268


December 31, 2020
						Total
	Year of	Issuance			Shares	Proceeds or						Initial Liquidation
	Class	Price per		Shares	Issued and	Exchange		Issuance		Net Carrying		Price per
Class	Issuance	share		Authorized	Outstanding	Value		Costs		Value			share
Series A	2013	$	0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$	0.80
Series B	2015		0.80	31,250,000	31,250,000		25,000		—		25,000		0.80
Series C	2015-2016		4.61	8,164,323	8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71	12,738,853	12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36	14,925,373	13,636,092		73,089		171		72,918		5.36
				92,078,549	90,789,268

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2020 (in thousands, except share and per share information):


											Initial
				Shares Issued	Total Proceeds						Liquidation
	Year of	Issuance Price	Shares	and	or Exchange		Issuance		Net Carrying		Price
Class	Issuance	per share	Authorized	Outstanding	Value		Costs		Value		per share
Series A	2013	$0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$0.80
Series B	2015	0.80	31,250,000	31,250,000		25,000		—		25,000	0.80
Series C	2015 – 2016	4.61	8,164,323	8,164,323		37,638		328		37,310	4.61
Series D	2017	4.71	12,738,853	12,738,853		60,000		414		59,586	4.71
Series E	2018 – 2020	5.36	14,925,373	13,636,092		73,089		171		72,918	5.36
			92,078,549	90,789,268

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2019 (in thousands, except for share and per share information):


											Initial
				Shares Issued	Total Proceeds						Liquidation
	Year of	Issuance Price	Shares	and	or Exchange		Issuance		Net Carrying		Price
Class	Issuance	per share	Authorized	Outstanding	Value		Costs		Value		per share
Series A	2013	$0.04	25,000,000	25,000,000	$	1,000	$	—	$	1,000	$0.80
Series B	2015	0.80	31,250,000	31,250,000		25,000		—		25,000	0.80
Series C	2015 – 2016	4.61	8,164,323	8,164,323		37,638		328		37,310	4.61
Series D	2017	4.71	12,738,853	12,738,853		60,000		414		59,586	4.71
Series E	2018 – 2019	5.36	7,233,604	7,048,394		37,779		120		37,659	5.36
			84,386,780	84,201,570

EQUITY INCENTIVE PLAN (Tables) - Q S I Operations Inc

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of the stock option activity


		Weighted		Weighted Average
	Number of	Average Exercise		Remaining	Aggregate
	Options	Price		Contractual Term	Intrinsic Value
Outstanding at December 31, 2020	9,240,930	$	1.89	6.77	$	4,094
Granted	1,286,250		6.80
Exercised	(728,824)		1.37
Forfeited	—		—
Outstanding at March 31, 2021	9,798,356	$	2.57	7.16	$	41,406
Options exercisable at March 31, 2021	6,496,490	$	1.82	6.25	$	32,326
Vested and expected to vest at March 31, 2021	9,516,206	$	2.53	7.11	$	40,630



		Weighted	Weighted
		Average	Average	Aggregate
	Number of	Exercise	Remaining	Intrinsic
	Options	Price	Contractual Term	Value
Outstanding at January 1,2019	77,81,967	$1.61	7.88	$	7,851
Granted	31,96,721	2.41
Exercised	(2,70,997)	0.43
Forfeited	(8,13,934)	1.92
Outstanding at December 31, 2019	98,93,757	$1.88	7.72		5,280
Granted	7,90,433	2.31
Exercised	(1,44,055)	0.44
Forfeited	(12,99,205)	2.19
Outstanding at December 31, 2020	92,40,930	$1.89	6.77		4,094
Options exercisable at December 31, 2019	58,10,260	$1.59	6.76		4,788
Options exercisable at December 31, 2020	69,54,472	$1.76	6.20		3,945
Vested and expected to vest at December 31, 2019	96,57,854	$1.87	7.75		5,251
Vested and expected to vest at December 31, 2020	90,45,548	$1.88	6.73		4,082

Summary of the restricted stock activity


	Number of	Weighted Average
	Shares of	Grant-Date Fair
	Restricted Stock	Value
Outstanding non-vested restricted stock at December 31, 2020	—
Granted	5,610,752	$	6.53
Repurchased	—		—
Restrictions lapsed	—		—
Outstanding non-vested restricted stock at March 31, 2021	5,610,752	$	6.53

Schedule of stock-based compensation expense


	Three months ended March 31,
	2021		2020
Research and development	$	340	$	534
General and administrative		40		49
Sales and marketing		77		59
Total Stock-based compensation expense	$	457	$	642

The Company’s stock-based compensation expense for employee and nonemployee awards for the periods presented was as follows:


	2020		2019
Employee awards	$	1,376	$	2,021
Nonemployee awards		548		694
Total stock-based compensation expense	$	1,924	$	2,715

The Company’s stock-based compensation expense is allocated to the following operating expense categories on the statements of operations for the years ended December 31, 2020 and 2019 as follows:


	2020		2019
Research and development	$	1,290	$	2,163
General and administrative		324		354
Sales and marketing		310		198
Total stock-based compensation expense	$	1,924	$	2,715

NET LOSS PER SHARE (Tables)

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of calculation of basic and diluted net loss per share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,729
Income and Franchise Tax		(1,729)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(10,405,903)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(10,405,903)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		3,280,000
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(3.17)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From
	June 10, 2020
	(inception) Through
	December 31, 2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	2,152
Income and Franchise Tax		(2,152)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		11,500,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00
Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(3,586,390)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(3,589,390)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)		3,100,220
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	(1.16)

Note:As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

(1)

Schedule of calculation of basic and diluted net loss per share


	Three months ended March 31,
	2021		2020
Numerator
Net Loss	$	(11,779)	$	(10,314)
Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders	$	(11,779)	$	(10,314)
Denominator
Common Stock		6,932,353		6,696,563
Denominator for Basic and Dilutive Net Loss per Share - Weighted-average Common Stock		6,932,353		6,696,563
Basic and dilutive net loss per share	$	(1.70)	$	(1.54)


	2020		2019
Numerator:
Net Loss	$	(36,613)	$	(35,792)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(36,613)	$	(35,792)
Denominator:
Common Stock		6,715,314		6,453,890
Denominator for Basic and Dilutive EPS – Weighted-average common stock		6,715,314		6,453,890
Basic and dilutive loss per share	$	(5.45)	$	(5.55)

Schedule of anti-dilutive common equivalent shares


	Three months ended March 31,
	2021	2020
Outstanding options to purchase common stock	15,409,108	9,635,470
Outstanding convertible preferred stock (Series A through E)	90,789,268	86,125,089
	106,198,376	95,760,559


	2020	2019
Outstanding options to purchase common stock	9,240,930	9,893,757
Outstanding convertible preferred stock (Series A through E)	90,789,268	84,201,570
Total anti-dilutive common equivalent shares	100,030,198	94,095,327

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		3 Months Ended			4 Months Ended	7 Months Ended	12 Months Ended
	Jun. 10, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Sep. 09, 2020
Net loss		$ (10,405,903)	$ (673,687)		$ (574,687)	$ (3,586,390)
Accumulated deficit		(13,992,293)	$ (674,687)		$ (674,687)	(3,586,390)	$ (3,586,390)		$ (227,601)
Q S I Operations Inc
Net loss		(11,779,000)		$ (10,314,000)			(36,613,000)	$ (35,792,000)
Accumulated deficit		(184,022,000)				$ (172,243,000)	(172,243,000)	(135,630,000)
Amount of gross proceeds received	$ 511,176,000,000
Impairment of long-lived assets		$ 0		$ 0			$ 0	$ 0

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Q S I Operations Inc - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, transfer from Level 1 to Level 2	$ 0	$ 0	$ 0
Assets, transfer from Level 2 to Level 1	0	0	0
Liabilities, transfer from Level 1 to Level 2	0	0	0
Liabilities, transfer from Level 2 to Level 1	0	0	0
Assets, transfer out of Level 3	0	0	0
Assets, transfer into Level 3	0	0	0
Liabilities, transfer into Level 3	0	0	0
Liabilities, transfer out of Level 3	0	0	0
Money market funds \| Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Money market funds, fair value	$ 25,510,000	$ 36,040,000	$ 31,895,000

PROPERTY AND EQUIPMENT, NET (Details) - Q S I Operations Inc - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, cost	$ 5,784		$ 5,228	$ 4,892
Less: Accumulated Depreciation	(3,445)		(3,232)	(2,341)
Property and equipment, net	2,339		1,996	2,551
Depreciation and amortization expense	213	$ 229	894	780
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property and equipment, cost	4,440		4,245	3,983
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, cost	772		765	737
Software
Property, Plant and Equipment [Line Items]
Property and equipment, cost	144		136	116
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, cost	46		47	47
Construction in process
Property, Plant and Equipment [Line Items]
Property and equipment, cost	$ 382		$ 35	$ 9

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Q S I Operations Inc - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Salary and bonus	$ 587	$ 511	$ 110
Contracted service	1,276	399	374
Legal fees	1,019	447	467
Other	39	68	63
Total accrued expenses and other current liabilities	$ 2,921	$ 1,425	$ 1,014

NOTES PAYABLE (Details) - Q S I Operations Inc - PPP - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Amount of loan proceeds received	$ 1,749	$ 1,749
Percentage of interest rate on loan	1.00%	1.00%
Monthly repayment term	5 years	5 years
Repayment term after Deferment Period	5 years	5 years

CONVERTIBLE PREFERRED STOCK (Details) - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
CONVERTIBLE PREFERRED STOCK (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Shares Outstanding			10,248,923	10,248,923
Issuance Costs			$ 372,750
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively	$ 92,083,330		$ 102,489,230	$ 102,489,230
Q S I Operations Inc
Temporary Equity [Line Items]
Shares Authorized	92,078,549		92,078,549	92,078,549	84,386,780
Shares Issued	90,789,268		90,789,268	90,789,268	84,201,570
Shares Outstanding	90,789,268		90,789,268	90,789,268	84,201,570
Total Proceeds or Exchange Value		$ 10,310,000		$ 35,311,000	$ 18,177,000
Issuance Costs	$ 4,000	$ 22,000		52,000	51,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively	$ 195,810,000		$ 195,814,000	$ 195,814,000	$ 160,555,000
Q S I Operations Inc \| Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share	$ 0.04			$ 0.04	$ 0.04
Shares Authorized	25,000,000		25,000,000	25,000,000	25,000,000
Shares Issued	25,000,000		25,000,000	25,000,000	25,000,000
Shares Outstanding	25,000,000		25,000,000	25,000,000	25,000,000
Total Proceeds or Exchange Value	$ 1,000,000			$ 1,000,000	$ 1,000,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively	$ 1,000,000		$ 1,000,000	$ 1,000,000	$ 1,000,000
Initial Liquidation Price per share	$ 0.80		$ 0.80	$ 0.80	$ 0.80
Q S I Operations Inc \| Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share	$ 0.80			$ 0.80	$ 0.80
Shares Authorized	31,250,000		31,250,000	31,250,000	31,250,000
Shares Issued	31,250,000		31,250,000	31,250,000	31,250,000
Shares Outstanding	31,250,000		31,250,000	31,250,000	31,250,000
Total Proceeds or Exchange Value	$ 25,000,000			$ 25,000,000	$ 25,000,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively	$ 25,000,000		$ 25,000,000	$ 25,000,000	$ 25,000,000
Initial Liquidation Price per share	$ 0.80		$ 0.80	$ 0.80	$ 0.80
Q S I Operations Inc \| Series C Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share	$ 4.61			$ 4.61	$ 4.61
Shares Authorized	8,164,323		8,164,323	8,164,323	8,164,323
Shares Issued	8,164,323		8,164,323	8,164,323	8,164,323
Shares Outstanding	8,164,323		8,164,323	8,164,323	8,164,323
Total Proceeds or Exchange Value	$ 37,638,000			$ 37,638,000	$ 37,638,000
Issuance Costs	328,000			328,000	328,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively	$ 37,310,000		$ 37,310,000	$ 37,310,000	$ 37,310,000
Initial Liquidation Price per share	$ 4.61		$ 4.61	$ 4.61	$ 4.61
Q S I Operations Inc \| Series D Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share	$ 4.71			$ 4.71	$ 4.71
Shares Authorized	12,738,853		12,738,853	12,738,853	12,738,853
Shares Issued	12,738,853		12,738,853	12,738,853	12,738,853
Shares Outstanding	12,738,853		12,738,853	12,738,853	12,738,853
Total Proceeds or Exchange Value	$ 60,000,000			$ 60,000,000	$ 60,000,000
Issuance Costs	414,000			414,000	414,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively	$ 59,586,000		$ 59,586,000	$ 59,586,000	$ 59,586,000
Initial Liquidation Price per share	$ 4.71		$ 4.71	$ 4.71	$ 4.71
Q S I Operations Inc \| Series E Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance Price per share	$ 5.36			$ 5.36	$ 5.36
Shares Authorized	14,925,373		14,925,373	14,925,373	7,233,604
Shares Issued	13,636,092		13,636,092	13,636,092	7,048,394
Shares Outstanding	13,636,092		13,636,092	13,636,092	7,048,394
Total Proceeds or Exchange Value	$ 73,089,000			$ 73,089,000	$ 37,779,000
Issuance Costs	175,000			171,000	120,000
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively	$ 72,914,000		$ 72,918,000	$ 72,918,000	$ 37,659,000
Initial Liquidation Price per share	$ 5.36		$ 5.36	$ 5.36	$ 5.36

EQUITY INCENTIVE PLAN - Stock option (Details) - Q S I Operations Inc - 2013 Employee, Director and Consultant Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of Options
Outstanding at December 31, 2020	9,240,930	9,893,757	7,781,967
Granted	1,286,250	790,433	3,196,721
Exercised	(728,824)	(144,055)	(270,997)
Forfeited		1,299,205	813,934
Outstanding at March 31, 2021	9,798,356	9,240,930	9,893,757	7,781,967
Options exercisable at March 31, 2021	6,496,490	6,954,472	5,810,260
Vested and expected to vest at March 31, 2021	9,516,206	9,045,548	9,657,854
Weighted Average Exercise Price
Outstanding at December 31, 2020	$ 1.89	$ 1.88	$ 1.61
Granted	6.80	2.31	2.41
Exercised	1.37	0.44	0.43
Forfeited		2.19	1.92
Outstanding at March 31, 2021	2.57	1.89	1.88	$ 1.61
Options exercisable at March 31, 2021	1.82	1.76	1.59
Vested and expected to vest at March 31, 2021	$ 2.53	$ 1.88	$ 1.87
Weighted Average Remaining Contractual Term
Outstanding	7 years 1 month 28 days	6 years 9 months 7 days	7 years 8 months 19 days	7 years 10 months 17 days
Options exercisable at March 31, 2021	6 years 3 months	6 years 2 months 12 days	6 years 9 months 4 days
Vested and expected to vest at March 31, 2021	7 years 1 month 10 days	6 years 8 months 23 days	7 years 9 months
Aggregate Intrinsic Value
Outstanding	$ 41,406	$ 4,094	$ 5,280	$ 7,851
Options exercisable at March 31, 2021	32,326	3,945	4,788
Vested and expected to vest at March 31, 2021	$ 40,630	$ 4,082	$ 5,251
Option awards subject to certain service and performance conditions
Number of Options
Granted	1,120,000

EQUITY INCENTIVE PLAN - Restricted stock Activity (Details) - Q S I Operations Inc - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Shares of Restricted Stock
Granted	5,610,752
Outstanding non-vested restricted stock at March 31, 2021	5,610,752
Weighted Average Grant-Date Fair Value
Outstanding non-vested restricted stock at December 31, 2020	$ 0.00
Granted	6.53	$ 1.43	$ 1.57
Outstanding non-vested restricted stock at March 31, 2021	$ 6.53	$ 0.00
Restricted Stock [Member] \| 2013 Employee, Director and Consultant Equity Incentive Plan
Number of Shares of Restricted Stock
Granted	5,041,752	0	0
Restricted stock awards subject to certain service and performance conditions \| General Counsel \| 2013 Employee, Director and Consultant Equity Incentive Plan
Number of Shares of Restricted Stock
Granted	213,600
Restricted stock awards subject to certain service and performance conditions \| Employee \| Chief Executive Officer \| 2013 Employee, Director and Consultant Equity Incentive Plan
Number of Shares of Restricted Stock
Granted	2,136,000
Restricted stock awards subject to certain service, market, and performance conditions \| Employee \| Chief Executive Officer \| 2013 Employee, Director and Consultant Equity Incentive Plan
Number of Shares of Restricted Stock
Granted	569,000

EQUITY INCENTIVE PLAN (Details) - Q S I Operations Inc - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense	$ 457	$ 642	$ 1,924	$ 2,715
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense	340	534	1,290	2,163
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense	40	49	324	354
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock-based compensation expense	$ 77	$ 59	$ 310	$ 198

NET LOSS PER SHARE - Basic and Diluted (Details) - USD ($)	3 Months Ended			4 Months Ended	7 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Numerator
Net loss	$ (10,405,903)	$ (673,687)		$ (574,687)	$ (3,586,390)
Denominator
Weighted average shares outstanding of common stock	405,000				405,000
Q S I Operations Inc
Numerator
Net loss	$ (11,779,000)		$ (10,314,000)			$ (36,613,000)	$ (35,792,000)
Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders	$ (11,779,000)		$ (10,314,000)			$ (36,613,000)	$ (35,792,000)
Denominator
Common Stock	6,932,353		6,696,563			6,715,314	6,453,890
Weighted average shares outstanding of common stock	6,932,353		6,696,563			6,715,314	6,453,890
Basic and diluted income per share	$ (1.70)		$ (1.54)			$ (5.45)	$ (5.55)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.