The information in this prospectus is not complete and may be changed. We may notsell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in anyjurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED JULY 29, 2021
$75,000,000
LIFESCIACQUISITION III CORP.
7,500,000 SHARES OF COMMON STOCK
LifeSci Acquisition III Corp., which we refer to as we, us or our company, is a newly organized blank checkcompany incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities,which we refer to throughout this prospectus as our initial business combination. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focuson businesses that have their primary operations located in North America in the healthcare industry.
This is an initial public offering ofour securities. We are offering 7,500,000 shares of common stock at an offering price of $10.00 per share. Unlike certain other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of ourinitial business combination. We have granted LifeSci Capital LLC (LifeSci Capital) and Ladenburg Thalmann & Co. Inc. (Ladenburg Thalmann), the representatives of the underwriters, a45-day option to purchase up to an additional 1,125,000 shares of common stock (over and above the 7,500,000 shares referred to above) solely to cover over-allotments, if any.
We will provide the holders of our outstanding shares of common stock that were sold in this offering with the opportunity to redeem theirshares of common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below,including interest (net of taxes payable), divided by the number of then outstanding shares of common stock that were sold in this offering, which we refer to as our public shares.
We have 24 months to consummate our initial business combination. If we are unable to consummate our initial business combination within theabove time period, we will distribute the aggregate amount then on deposit in the trust account, pro rata to our public stockholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding upof our affairs, as further described herein.
LifeSci Holdings LLC, our sponsor, has committed to purchase from us an aggregate of 3,033,333warrants, or private warrants, at $0.90 per warrant for an aggregate purchase price of $2,730,000. Each private warrant is exercisable for one (1) share of common stock at an exercise price of $11.50 per warrant. The privatewarrants will become exercisable on the later of the completion of our initial business combination and 12 months from the closing of this offering and will expire five years after the effective date of the registration statement of which thisprospectus forms a part. This purchase will take place on a private placement basis simultaneously with the consummation of this offering. Of the $2,730,000 we will receive from the sale of the private warrants, $2,230,000 will be used for offeringexpenses and $500,000 will be used for working capital. Our sponsor has also agreed that if the over-allotment option is exercised by the underwriters, it will purchase from us at a price of $0.90 per warrant an additional number of private warrants(up to a maximum of 250,000 private warrants) in an amount that is necessary to maintain in the trust account $10.00 per share sold to the public in this offering. These additional private warrants will be purchased in a private placement that willoccur simultaneously with the purchase of shares resulting from the exercise of the over-allotment option.
On February 1, 2020,LifeSci Holdings LLC, our sponsor, purchased 2,156,250 shares, which we refer to herein as founder shares or insider shares, for an aggregate purchase price of $25,000. The founder shares include an aggregate of up to 281,250shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part.
There is presently no public market for our common stock. We intend to apply to have our common stock listed on the Nasdaq Capital Market, orNasdaq, under the symbol LSAC on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaqafter this offering.
We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and willtherefore be subject to reduced public company reporting requirements.
Investing inour securities involves a high degree of risk. See Risk Factors beginning on page 19 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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| | Price to Public | | | Underwriting Discount and Commissions(1) | | | Proceeds, Before Expenses, to us | |
Per share | | $ | 10.00 | | | $ | 0.20 | | | $ | 9.80 | |
Total | | $ | 75,000,000 | | | $ | 1,500,000 | | | $ | 73,500,000 | |
Upon consummation of the offering, $10.00 per share sold to the public in this offering (whether or not theover-allotment option has been exercised in full or part) will be deposited into a United States-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Except as described in this prospectus, these funds willnot be released to us until the earlier of the completion of our initial business combination and our redemption of the public shares upon our failure to consummate a business combination within the required period.
The underwriters are offering the shares of common stock on a firm commitment basis. LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc.,acting as the representatives of the underwriters, expect to deliver the shares of common stock to purchasers on or about [ ], 2021.
Joint Book-Running Managers
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LifeSci Capital | | Ladenburg Thalmann |
[ ], 2021