~~[X]~~ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~[ ]~~ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Check~~Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”,~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~ ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[X]~~☐ No ~~[ ]~~☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of ~~May 20, 2021, 14,792,200~~July 29, 2022, the registrant had 43,030,885 shares of common stock, $0.0001 par value ~~$0.0001~~ per share, ~~were issued and~~ outstanding.

Item 1. ~~Interim~~Consolidated Financial ~~Statements.~~Statements (Unaudited).

~~The~~See accompanying notes ~~are an integral part~~to the consolidated financial statements

Consolidated Statements of ~~these unaudited condensed financial statements.~~Operations

~~The~~See accompanying notes ~~are an integral part~~to the consolidated financial statements.

Consolidated Statements of ~~these unaudited condensed financial statements.~~Changes In Stockholders’ Equity

~~The~~See accompanying notes ~~are an integral part of these unaudited condensed~~to the consolidated financial statements.

~~The~~See accompanying notes ~~are an integral part~~to the consolidated financial statements.

~~Note 1 — Organization~~ (the "Closing Date"), we consummated the business combination contemplated by the agreement and plan of merger, dated as of June 21, 2021, as amended on August 12, 2021, made by and among Big Cypress Acquisition Corp., a Delaware corporation (“BCYP”), Big Cypress Merger Sub Inc., a Delaware corporation (“Merger Sub”), SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the SAB Stockholders. Upon closing of the Business ~~Operations~~

combination, Big Cypress Merger Sub merged with SAB Biotherapeutics, with SAB Biotherapeutics as the surviving company of the merger. Upon closing of the business combination, Big Cypress Acquisition Corp. ~~(the “Company”)~~changed its name to “SAB Biotherapeutics, Inc.”.

SAB Biotherapeutics, Inc. is a ~~newly organized blank check~~clinical-stage biopharmaceutical company ~~incorporated~~focused on the development and commercialization of a portfolio of products from its proprietary immunotherapy platform to produce fully targeted human polyclonal antibodies, without using human plasma or serum. SAB’s novel DiversitAb platform enables the rapid production of large amounts of targeted human polyclonal antibodies, leveraging transchromosomic cattle (Tc Bovine™) that have been genetically designed to produce human antibodies (immunoglobulin G) rather than bovine in ~~Delaware~~response to an antigen. Animal antibodies have been made in rabbits, sheep and horses. However, SAB's platform is the first to produce fully human antibodies in large animals.

The COVID-19 pandemic continues to evolve, and the extent to which it may impact the Company’s business will depend on ~~November 12, 2020.~~future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the U.S. and other countries, business closures or business disruptions, and the effectiveness of actions taken in the U.S. and other countries to contain and treat the disease. 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 (“Business Combination”).

~~As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates~~is following, and will continue to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest incomefollow, recommendations from the ~~proceeds derived from the Initial Public Offering.~~

~~The~~ ~~registration statement~~U.S. Centers for ~~the Company’s IPO was declared effective by the U.S. Securities~~Disease Control and ~~Exchange Commission (the “SEC”) on January 11, 2021 (the “Effective Date”). On January 14, 2021, the Company~~ ~~consummated the IPO of 11,500,000 units (the “Units”)~~Prevention, as well as federal, state, and with respect to the shares of common stock included in the Units sold (the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 4. Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 417,200 units (the “Placement Units”), at a price of $10.00 per unit, in a private placement to Big Cypress Holdings LLC (the “Sponsor”), generating gross proceeds of $4,172,000, which is discussed in Note 5.

Transaction costs of the IPO amounted to $6,108,360 consisting of $1,529,500 of underwriting fee, $4,220,500 of deferred underwriting fee, and $358,360 of other offering costs, and of which $359,874 were allocated to expense associated with the warrant liability.

Following the closing of the IPO on January 14, 2021, $116,150,000 ($10.10 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this IPO and the sale of the Placement Units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 15 months (or up to 21 months) from the closing of this IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The Company will have 15 months (or up to 21 months) from the closing of the IPO on January 14, 2021 to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and placement shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if the Company fails to complete the initial business combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 thelocal governments. To date, of the liquidation of the trust account, if less than $10.00 per 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securitiesexperienced material business disruptions, but it cannot be certain of the ~~Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.~~

~~Management is continuing to evaluate the~~future impact of the COVID-19 pandemic on its business and ~~has concluded that while it is reasonably possible that it could have a negative effect on the Company’s~~consolidated financial ~~position, results~~statements.

(2) Summary of ~~its operations and/or search for a target company, the specific impact is not readily determinable as~~Significant Accounting Policies

A summary of the ~~date~~significant accounting policies applied in preparation of ~~these financial statements. The~~the accompanying consolidated financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Note 2 — Restatement of Previously Issued Financial Statements~~

In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in January 2021, the Company’s previously issued balance sheet as of January 14, 2021 on Form 8-K should no longer be relied upon. As such, the Company is ~~restating its balance sheet included in this Quarterly Report.~~

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on January 14, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, management, in consultation with its Audit Committee, concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on January 14, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period.

set forth below.

~~Impact of the Restatement~~

The impact to the balance sheet dated January 14, 2021, filed on Form 8-K on January 21, 2021 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $7.0 million increase to the warrant liabilities line item on January 14, 2021 and offsetting decrease to the Class A common stock subject to redemption mezzanine equity line item. Transaction costs of the IPO of $355,750 were allocated to expense associated with the warrant liability, which is reflected in the change to the accumulated deficit line. There is no change to total stockholders’ equity at any reported balance sheet date.

As of January 14, 2021
As Previously
Reported Restatement
Adjustment As Restated
Balance Sheet as of January 14, 2021
Total assets $ 117,645,054 $ — $ 117,645,045
Liabilities and stockholders’ equity
Total current liabilities $ 267,540 $ — $ 267,540
Stock warrant liabilities — 7,025,183 7,025,183
Total liabilities $ 4,488,040 7,025,183 11,513,223
Class A common stock, $0.0001 par value; shares subject to possible redemption 108,157,010 (7,025,183 ) 101,131,827
Stockholders’ equity
Preferred stock- $0.0001 par value — — —
Common stock - $0.0001 par value 398 81 479
Additional paid-in-capital 5,003,838 355,669 5,359,507
Accumulated deficit (4,232 ) (355,750 ) (359,982 )
Total stockholders’ equity 5,000,004 — 5,000,004
Total liabilities and stockholders’ equity $ 117,645,054 $ — $ 117,645,054

~~Note 3 — Significant Accounting Policies~~

Basis of ~~Presentation~~presentation

The ~~accompanying unaudited condensed~~ financial statements have been prepared in ~~accordance~~conformity with ~~accounting principles generally accepted in the United States of America (“GAAP”~~U.S. Generally Accepted Accounting Principles ("GAAP") ~~for interim financial information~~ and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed 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 financial statements include all adjustments ~~consisting of a normal recurring nature, which are~~ necessary for athe fair presentation of the Company’s financial position ~~operating results and cash flows~~ for the periods ~~presented~~presented.

The ~~accompanying unaudited condensed~~Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, BCYP is treated as the “acquired” company and SAB Biotherapeutics is treated as the acquirer for financial ~~statements should be read in conjunction with~~reporting purposes. Accordingly, for accounting purposes, the ~~Company’s Annual Report on Form 10-K~~Reverse Recapitalization was treated as the equivalent of SAB Biotherapeutics issuing stock for the ~~year ended December 31, 2020 as filed~~net assets of BCYP, accompanied by a recapitalization. The net assets of BCYP are stated at historical cost, with no goodwill or other intangible assets recorded. SAB Biotherapeutics was determined to be the ~~SEC~~accounting acquirer based on ~~April 2, 2021, which contains~~ the ~~audited financial statements~~following predominant factors:

•

SAB Biotherapeutics’ shareholders have the largest portion of voting rights in the Company;

•

the Board and ~~notes thereto. The interim results for~~ Management are primarily composed of individuals associated with SAB Biotherapeutics;

•

the ~~three months ended March 31, 2021 are not necessarily indicative~~operations of SAB comprise the ongoing operations of the Company.

The consolidated assets, liabilities and results of operations prior to ~~be expected for~~ the ~~year ending December 31, 2021 or for any future interim periods.~~

Reverse Recapitalization are those of SAB Biotherapeutics. At the Closing Date, and subject to the terms and conditions of the Merger Agreement, each share of SAB Biotherapeutics common stock, par value $0.0001 per share, and each share of the SAB Biotherapeutics convertible preferred stock that was convertible into a share of SAB Biotherapeutics common stock at a 1-to-one ratio, was converted into Common Stock equal to approximately 0.4653 (the "Exchange Ratio"). The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio established in the Business Combination.

Emerging ~~Growth Company Status~~growth company status

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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.

Principles of consolidation

The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Capra, LLC and Aurochs, LLC. Intercompany balances and transactions have been eliminated in consolidation.

Significant risks and uncertainties

The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of research and development efforts, clinical trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its product candidates, competition from products manufactured and sold or being developed by other companies, and the Company’s ability to raise capital.

The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property.

Funding from government grants is not guaranteed to cover all costs, and additional funding may be needed to cover operational costs as the Company moves forward with our efforts to develop a commercially approved product. The company believes its existing cash reserves and anticipated cash receipts will be sufficient to fund operations for the twelve months following the date these financials are made available for issuance

Use of ~~Estimates~~estimates

The preparation of financial statements in conformity with USU.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and ~~liabilities~~expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Company’s common stock, determination of the fair value of the Private Placement Warrant liabilities, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Company’s right of use assets and lease liabilities, and the valuation allowance on deferred tax assets. Actual amounts realized may differ from these estimates.

Cash, cash equivalents, and restricted cash

Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts and short-term investments with original maturities at the date of purchase of 90 days or less.

Amounts held in escrow by the ~~financial~~Company pursuant to the Forward Share Purchase Agreement were reported as restricted cash on the consolidated balance sheet as of December 31, 2021. There were 0 amounts held in escrow by the Company pursuant to the Forward Share Purchase Agreement as of June 30, 2022.

The reconciliation of cash, cash equivalents and restricted cash reported within the applicable balance sheet line items that sum to the total of the same such amount shown in the consolidated statements ~~and the reported amounts~~ of ~~expenses during the reporting period. Actual results could differ from those estimates.~~cash flows is as follows:


	June 30, 2022		June 30, 2021
Cash and cash equivalents	$	16,616,493	$	10,232,676
Restricted cash		—		—
Total cash, cash equivalents, and restricted cash	$	16,616,493	$	10,232,676

Accounts receivable

~~Cash and Cash Equivalents~~

Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts. The Company ~~considers all short-term investments with~~estimates an ~~original maturity of three months or less when purchased~~allowance for doubtful accounts for potential credit losses that are expected to be ~~cash equivalents.~~incurred, based on management’s assessment of the collectability of specific accounts, the aging of the accounts receivable, historical information and other currently available evidence. Receivables are written off when deemed uncollectible. To date, no receivables have been written off. The Company ~~did not have any cash equivalents~~had 0 allowance for doubtful accounts as of ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020.~~2021.

Concentration of credit risk

~~Marketable Securities Held in Trust Account~~

~~At March 31, 2021, substantially all of the assets held~~The Company maintains its cash and cash equivalent balances in the ~~Trust Account were held in~~form of business checking accounts and money market ~~funds~~accounts, the balances of which, ~~invest U.S. Treasury securities.~~at times, may exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in high credit quality federally insured financial institutions.

~~Warrant Liabilities~~

The Company ~~evaluated~~received 100% of its total revenue through grants from government organizations during the ~~Public Warrants~~three and ~~Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5~~six months ended June 30, 2022 and ~~Note 9) in accordance with ASC 815-40, “Derivatives~~2021.

Lease liabilities and ~~Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related~~right-of-use assets

The Company is party to certain ~~tender or exchange offers precludes the Warrants from being accounted~~contractual arrangements for ~~as components of equity. As the Warrants~~equipment, lab space, and an animal facility, which meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change.

~~Offering Costs Associated with the Initial Public Offering~~

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering~~. Transaction costs amounted to $6,108,360, of which $359,874 were allocated to expense associated with the warrant liability.~~

~~Common Stock Subject to Possible Redemption~~

~~The Company accounts for its common stock subject to possible redemption in accordance with the guidance in~~leases under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic ~~480 “Distinguishing Liabilities from Equity.” Common stock~~842, Leases (“ASC 842”). In accordance with ASC 842, the Company recorded right-of-use assets and related lease liabilities for the present value of the lease payments over the lease terms. The Company’s IBR was used in the calculation of its right-of-use assets and lease liabilities.

The Company elected not to apply the recognition requirements of ASC 842 to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, the Company recognized lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. The Company elected this policy for all classes of underlying assets.

Research and development expenses

Expenses incurred in connection with research and development activities are expensed as incurred. These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to salaries, benefits, and stock-based compensation granted to employees in research and development functions.

During the three and six months ended June 30, 2022 and 2021, the Company had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements. In the case of SAB-185, the CRO has been contracted and paid by the US government. For SAB-176, PPD Development, LP acting as the CRO oversaw the Phase 1 safety study. The terms of that agreement are subject to ~~mandatory redemption~~confidentiality, and the status of the agreement is that it is current, in good standing and approximately 90% of the contract has been paid as of June 30, 2022. SAB has also contracted with hVIVO Services Limited to conduct the Phase 2a influenza study on SAB-176. The terms of that agreement are subject to confidentiality, and the status of the agreement is that it is current, in good standing and approximately 90% of the contract has been paid as of June 30, 2022.

Equipment

The Company records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives:


Animal facility equipment	7 years
Laboratory equipment	7 years
Leasehold improvements	Shorter of asset life or lease term
Office furniture & equipment	5 years
Vehicles	5 years

Repairs and maintenance expenses are expensed as incurred.

Impairment of long-lived assets

The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If necessary, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that long-lived assets are recoverable, and 0 impairment was deemed necessary, during the three and six months ended June 30, 2022 and 2021.

Stock-based compensation

FASB ASC Topic 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, directors, and non-employee consultants, including grants of stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. Prior to the Business Combination, the grant date fair value of the Company's common stock was typically determined by the Company's board of directors with the assistance of management and a third-party valuation specialist.

Subsequent to the Business Combination, the board of directors elected to determine the fair value of our post-merger common stock based on the closing market price at closing on the date of grant. In determining the fair value of stock-based awards, the Company utilizes the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. No awards may have a term in excess of ten years. Forfeitures are recorded when they occur. Stock-based compensation expense is classified ~~as a liability instrument~~in the consolidated statements of operations based on the function to which the related services are provided. The company recognizes stock-based compensation expense over the expected term.

Income taxes

Deferred income taxes reflect future tax effects of temporary differences between the tax 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 outsidefinancial reporting basis of the Company’s ~~control~~assets and ~~subject~~liabilities measured using enacted tax laws and statutory tax rates applicable to ~~occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as~~the periods when the temporary ~~equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.~~

~~Income Taxes~~

~~The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of~~differences will affect taxable income. When necessary, deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requiresare reduced by a valuation allowance, to ~~be established when it is more likely than not that~~reflect realizable value, and all ~~or a portion of~~ deferred tax ~~assets will not be realized. The~~balances are reported as long-term on the consolidated balance sheet. Accruals are maintained for uncertain tax positions, as necessary.

Income tax expense includes the current tax liability from operations and the change in deferred ~~tax assets were deemed to be de minimis as of March 31, 2021 and December 31, 2020.~~

~~ASC 740 also clarifies the accounting for uncertainty in~~ income taxes during the year. Current tax liabilities or receivables are recognized ~~in an enterprise’s financial statements and prescribes~~for estimated income tax payable and/or refundable for the current year.

The Company uses a recognition threshold and measurement ~~process~~attribute for the financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company ~~recognizes accrued~~has elected to treat interest and penalties related to ~~unrecognized tax benefits~~income taxes, to the extent they arise, as a component of income ~~tax expense. There were no unrecognized tax benefits~~taxes.

Revenue recognition

The Company’s revenue is primarily generated through grants from government and ~~no amounts accrued for interest~~other (non-government) organizations.

Grant revenue is recognized during the period that the research and ~~penalties~~development services occur, as qualifying expenses are incurred or conditions of ~~March 31, 2021 and December 31, 2020.~~the grants are met. The Company ~~is currently~~concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities, and that the grants are not ~~aware~~within the scope of ~~any issues under review that could result in significant payments, accruals or material deviation~~ASC 606, Revenue from ~~its position.~~ Contracts with Customers, as the organizations providing the grants do not meet the definition of a customer. Expenses for grants are tracked by using a project code specific to the grant, and the employees also track hours worked by using the project code.

Comprehensive income (loss)

The Company ~~has identified~~had no items of comprehensive income (loss) other than its net income (loss).

Litigation

From time to time, the ~~United States as its only “major” tax jurisdiction. The~~ Company is ~~subject~~involved in legal proceedings, investigations and claims generally incidental to ~~income tax examinations by major taxing authorities since inception. These potential examinations may include questioning~~its normal business activities. In accordance with U.S. GAAP, the ~~timing~~Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of ~~deductions,~~ the ~~nexus of income among various tax jurisdictions and compliance~~loss can be reasonably estimated. Legal costs in connection with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the period ended March 31, 2021.loss contingencies are expensed as incurred.

~~Net Income Per Common Share~~

~~Net loss~~Earnings per share

In accordance with ASC 260, Earnings per Share (“ASC 260”), basic net income (loss) per share attributable to common stockholders is computed by dividing net ~~loss~~income (loss) attributable to common stockholders by the ~~weighted average~~weighted-average number ~~of shares~~ of common stock outstanding during the period. ~~The Company applies~~Diluted net income (loss) per share attributable to common stockholders is computed by dividing the ~~two-class method in calculating earnings per share. Shares~~diluted net income (loss) attributable to common stockholders by the weighted-average number of common stock ~~subject~~outstanding for the period including potential dilutive common shares such as stock options.

Segment reporting

In accordance with ASC 280, Segment Reporting, the Company’s business activities are organized into 1 reportable segment, as only the Company’s operating results in their entirety are regularly reviewed by the Company’s chief operating decision maker to ~~possible redemption~~make decisions about resources to be allocated and to assess performance.

Common stock valuations

Prior to the Business Combination, the Company was required to periodically estimate the fair value of its common stock with the assistance of an independent third-party valuation firm, as discussed above, when issuing stock options and computing estimated stock-based compensation expense. The assumptions underlying these valuations represented the Company's best estimates, which involved inherent uncertainties and the application of significant levels of judgment. In order to determine the fair value of its common stock, the Company considered, among other items, previous transactions involving the sale of our securities, our business, financial condition and results of operations, economic and industry trends, the market performance of comparable publicly traded companies, and the lack of marketability of our common stock.

Subsequent to the Business Combination, the Company now determines the fair value of common stock based on the closing market price at ~~March 31, 2021, which are not currently redeemable~~closing on the date of grant.

Compensation expense related to stock-based transactions is measured and ~~are not redeemable~~recognized in the financial statements at fair value of the post-merger common stock based on the closing market price at closing on the date of grant. Stock-based compensation expense is measured at the grant date based on the fair value of the equity award and is recognized as expense over the requisite service period, which is generally the vesting period, on the straight-line method. The Company estimates the fair value of each stock option award on the date of grant using the Black-Scholes option-pricing model. Determining the fair value of stock option awards at the grant date requires judgment, including estimating the expected volatility, expected term, risk-free interest rate, and expected dividends.

(13) Fair Value Measurements

Fair value is defined as the price that ~~the Company~~ would ~~have~~be received ~~in connection with the sale of the assets~~to sell an asset or paid to transfer a liability (an exit price) in ~~connection with~~ the ~~transfer of~~principal or most advantageous market for the ~~liabilities~~asset or liability in an orderly transaction between market participants aton 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 isclassifies the inputs to valuation techniques that would be used to ~~classify~~measure fair value into one of three levels:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables present information about the Company's assets and liabilities ~~based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:~~

~~Level 1 —~~	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are ~~readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.~~

~~Level 2 —~~	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

~~Level 3 —~~	~~Valuations based on inputs that are unobservable and significant to the overall fair value measurement.~~

~~See Note 9 for additional information on assets and liabilities~~ measured at fair ~~value.~~

~~Recent Accounting Pronouncements~~

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

~~Note 4 — Initial Public Offering~~

~~Public Units~~

~~On January 14, 2021,~~fair value hierarchy of the valuation inputs the Company ~~sold 11,500,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option~~utilized to purchase an additional 1,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, and one-half warrant to purchase one share of common stock (the “Public Warrants”).determine such fair value:


	As of June 30, 2022
	Total		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrant liability	$	1,092,500	$	1,092,500	$	—	$	—
Private Placement Warrant liability		47,978		—		—		47,978
Total	$	1,140,478	$	1,092,500	$	—	$	47,978


	As of December 31, 2021
	Total		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrant liability	$	10,292,500	$	10,292,500	$	—	$	—
Private Placement Warrant liability		427,630		—		—		427,630
Total	$	10,720,130	$	10,292,500	$	—	$	427,630

Public Warrants

Each whole ~~warrant~~Public Warrant entitles the holder to purchase one share of the ~~Company’s~~Company's common stock at a price of ~~$11.50~~$11.50 per share, subject to adjustment as discussed herein. The ~~warrants will become~~Public Warrants became exercisable ~~on the later of 12 months from the closing of this offering or~~ 30 days after the ~~completion~~Closing Date of ~~its initial business combination,~~the Business Combination and will expire five years after the ~~completion~~Closing Date of the ~~Company’s initial business combination,~~Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of 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 Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, 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 the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial 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 described below under “Redemption of warrants” 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 Company will not be obligated to deliver any shares of 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 shares of common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless 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. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit.

Once the warrants become exercisable, the Company may call the warrants for redemption:

•

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 reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a

•

30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders.

	●	~~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 reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

As of June 30, 2022, 5,750,000 Public Warrants were outstanding.

~~Note 5 —~~ Private Placement Warrants

~~Simultaneously with the closing of the IPO, the Sponsor~~ ~~purchased~~ an aggregate of 417,200 Placement Units, at a price of $10.00 per Placement Unit, for an aggregate purchase price of $4,172,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust.

~~Each Placement Unit was identical to the Units sold in the IPO, except for the placement warrants (“Placement Warrants”).~~ The Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants ~~will~~were not be transferable, assignable or saleable until after the completion of athe Company's Business ~~Combination, subject to certain limited exceptions.~~Combination. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. 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. ~~If the Company does not complete its initial business combination within 15 months (or up to 21 months) from the closing~~

As of ~~this IPO, the proceeds from the sale~~June 30, 2022, 208,600 Private Placement Warrants were outstanding.

Presentation and Valuation of the ~~Placement Units held in the trust account will be used to fund the redemption of its public shares (subject to the requirements of applicable law) and the Placement~~ Warrants ~~will expire worthless.~~

~~Note 6 — Related Party Transactions~~

~~Founder Shares~~

On November 12, 2020, the Company issued 2,156,250 shares of common stock to the Sponsor for $25,000 in cash, or approximately $0.012 per share, in connection with formation. On December 7, 2020, the Sponsor forfeited 161,719 founder shares to the Company and Ladenburg Thalmann & Co. Inc., the representative of the underwriters, and certain of its employees (“Ladenburg”) purchased from the Company an aggregate of 161,719 representative shares at an average purchase price of approximately $0.012 per share, for an aggregate purchase price of $1,875.

On January 3, 2021, the Company effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting in an aggregate of 2,875,000 founder shares outstanding (including up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part). As a result of the underwriters’ election to fully exercise of their over-allotment option on January 14, 2021, the 375,000 shares are no longer subject to forfeiture.

On January 4, 2021, the Sponsor forfeited 28,750 founder shares to the Company and Ladenburg and certain of its employees purchased from the Company an aggregate of 28,750 representative shares at an average purchase price of approximately $0.008 per share, for an aggregate purchase price of $230. As a result, the Sponsor currently owns 2,630,625 shares.

The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 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 after the Company’s initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~Representative Shares~~

On December 7, 2020, the Sponsor forfeited 161,719 founder shares to the Company and Ladenburg and certain of its employees purchased from the Company an aggregate of 161,719 representative shares at an average purchase price of approximately $0.012 per share, for an aggregate purchase price of $1,875. On January 4, 2021, the Sponsor forfeited 28,750 founder shares to the Company and Ladenburg and certain of its employees purchased from the Company an aggregate of 28,750 representative shares at an average purchase price of approximately $0.008 per share, for an aggregate purchase price of $230. Following the 1/3 common stock dividend effected January 3, 2020 (as described herein), Ladenburg and certain of its employees now hold an aggregate of 244,375 representative shares (of which up to 31,875 were subject to forfeiture). As a result of the underwriters’ election to fully exercise of their over-allotment option, the 31,875 shares are no longer subject to forfeiture.

Ladenburg and certain of its employees have entered into a subscription agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their representative shares, as applicable, and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their representative shares, as applicable, (iii) waive their rights to liquidating distributions from the trust account with respect to their representative shares if the Company fails to complete the initial business combination within the Combination Period.

~~Promissory Note — Related Party~~

On November 19, 2020, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $250,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. As of December 31, 2020, the Company had drawn down $150,000 under the promissory note. On January 14, 2021, the Company paid the $150,000 balance on the note from the proceeds of the IPO.

~~Related Party Loans~~

In order to 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. The units would be identical to the Placement Units. At March 31, 2021, no Working Capital Loans were outstanding.

~~Administrative Service Fee~~

The Company has agreed to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $10,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company has recorded $30,000 in service fee expense.

~~Note 7 — Commitments and Contingencies~~

~~Underwriting Agreement~~

The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 14, 2021, the ~~underwriter fully exercised its over-allotment option.~~

~~Upon consummation of the IPO on January 14, 2021, the underwriters were paid a cash underwriting fee of 1.33% of the gross proceeds of the IPO, or $1,529,500 in the aggregate.~~

~~The underwriters are entitled to deferred underwriting fee of 3.67%~~ ~~of the gross proceeds of the IPO~~, or $4,220,500 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.

~~Registration Rights~~

The holders of the founder shares, representative shares, placement units, and units that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Note 8 — Stockholders’ Equity~~

~~Preferred Stock~~ — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

~~Common Stock~~ — The Company is authorized to issue a total of 50,000,000 share of common stock at par value of $0.0001 each. At March 31, 2021 and December 31, 2020, there were 4,465,591 and 2,875,000 shares issued and outstanding, excluding 10,335,609 and no shares subject to possible redemption, respectively.

The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 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 after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares.

~~Note 9 — Fair Value Measurements~~

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

March 31, Quoted
Prices In
Active
Markets Significant
Other
Observable
Inputs Significant
Other
Unobservable
Inputs
2021 (Level 1) (Level 2) (Level 3)
Assets:
U.S. Money Market held in Trust Account $ 116,152,419 $ 116,152,419 $ - $ -
Liabilities:
Public Warrants Liability $ 3,450,000 $ - $ - $ 3,450,000
Private Placement Warrants Liability 132,896 - - 132,896
$ 3,582,896 $ - $ - $ 3,582,896

The Warrants (both the Public Warrants and Private Placement Warrants) are accounted for as liabilities in accordance with ASC 815-40, Derivatives and ~~are~~Hedging—Contracts in Entity’s Own Equity and were presented within warrant liabilities on the ~~Condensed Balance Sheet.~~consolidated balance sheet as of June 30, 2022 and December 31, 2021. The initial fair value of the warrant liabilities ~~are~~was measured at fair value at ~~inception~~the Closing Date, and ~~on a recurring basis, with~~ changes in the fair value of the warrant liabilities were presented within ~~change~~changes in fair value of warrant liabilities in the ~~Condensed Statement~~consolidated statements of ~~Operations.~~operations for the three and six months ended June 30, 2022.

~~The~~On the Closing Date, the Company established the ~~initial~~fair value of the Private Placement Warrants utilizing both the Black-Scholes Merton formula and a Monte Carlo Simulation (“MCS”) analysis. Specifically, the Company considered an MCS to derive the implied volatility in the publicly listed price of the Public Warrants. The Company then considered this implied volatility in selecting the volatility for the application of a Black-Scholes Merton model for the Private Placement Warrants. The Company determined the fair value of the Public Warrants ~~and Private Warrants on January 14, 2021,~~by reference to the ~~date of the Company’s Initial~~quoted market price.

The Public ~~Offering, and as of March 31, 2021, using a Monte Carlo simulation model. The~~ Warrants were classified as a Level 1 fair value measurement, due to the use of the quoted market price, and the Private Placement Warrants held privately by Big Cypress Holdings LLC, a Delaware limited liability company which acted as the Company’s sponsor in connection with the IPO (the "Sponsor"), were classified as a Level 3 ~~at the initial~~fair value measurement, ~~date~~ due to the use of unobservable inputs.

The following table ~~presents~~provides a summary of the changes in our Level 3 fair value measurements:


	June 30, 2022
Balance, December 31, 2021	$	427,630
Change in fair value of Private Placement Warrant liability		(317,072	)
Balance, March 31, 2022	$	110,558
Change in fair value of Private Placement Warrant liability		(62,580	)
Balance, June 30, 2022	$	47,978

The initial measurement on the Closing Date for the Public Warrant liability was approximately $6.3 million and the fair value of the ~~Level 3 liabilities:~~Public Warrant liability increased by approximately $4.0 million during the year ended December 31, 2021. The fair value of the Public Warrant liability decreased by approximately $1.7 million and $9.2 million, respectively, for the three and six months ended June 30, 2022.

Private Placement Warrants
Public
Warrants

Warrant
Liabilities

Fair Value as of December 31, 2020 $ - $ - $ -
Initial measurement on January 14, 2021 249,963 6,775,220 7,025,183
Change in valuation (117,067 ) (3,325,220 ) (3,442,287 )
$ 132,896 $ 3,450,000 $ 3,582,896

The key inputs into the ~~Monte Carlo simulation~~valuations as of ~~January 20, 2021~~June 30, 2022 and ~~March~~December 31, 2021 were as follows:


	June 30, 2022			December 31, 2021
Risk-free interest rate		3.00	%		1.24	%
Expected term remaining (years)		4.31			4.81
Implied volatility		73.0	%		43.0	%
Closing common stock price on the measurement date	$	1.45		$	7.81

(Initial Measurement)
Inputs January 14, 2021 March 31, 2021
Risk-free interest rate 0.60 % 1.03 %
Expected term remaining (years) 5.67 5.46
Expected volatility 24.2 % 14.3 %
Stock price $ 9.41 $ 9.82

~~Note 10 — Subsequent Events~~

~~The Company evaluated subsequent events~~As of June 30, 2022 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,~~December 31, 2021, the Company did 0t have any other assets or liabilities that are recorded at fair value on a recurring basis.

The Company believes that the carrying amounts of its cash and cash equivalents, accounts receivable, and notes payable approximate their fair values due to their near-term maturities.

(14) Income Taxes

The effective income tax rate for the six months ended June 30, 2022 is 0%, compared with an effective tax rate of 0% for the year ended December 31, 2021. The calculation of the annual effective tax rate did not ~~identify any subsequent events that would have required adjustment or disclosure~~produce a reliable estimate, so the actual effective tax rate for the year-to-date period is used as the best estimate of the annual effective tax rate.

Starting in 2022, Tax Cuts and Jobs Act amendments to Internal Revenue Code Section 174 will no longer permit an immediate deduction for research and development expenditures in the ~~financial statements.~~tax year that such costs are incurred. The 2022 first quarter effective income tax rate was impacted by the Section 174 capitalization requirement combined with the restriction on net operating losses to only reduce taxable income by 80%.

The Company continues to record a valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $2.9 million during the six months ended June 30, 2022. The Company has not recognized any reserves for uncertain tax positions.

(15) Related Party Transactions

For the three and six months ended June 30, 2022, under the Related Party Transaction Policy the Company adopted in the fourth quarter of 2021, there were no related party transactions with beneficial owners of 5% or more of any class of the Company’s voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest.

For the three and six months ended June 30, 2021, preceding the Company's Merger and adoption of the aforementioned Related Party Transaction Policy, the Company had related party transactions as follows:

•

The Company paid consulting fees to a board member, Christine Hamilton, who is also a shareholder, of $0 and $25,000, respectively, during the three and six months ended June 30, 2021.

•

The Company made lease and insurance payments to Dakota Ag Properties of approximately $134,000 and $234,000, respectively, during the three and six months ended June 30, 2021. Dakota Ag Investments (part of Dakota Ag Properties) is a shareholder of the Company.

•

The Company made lab supply payments to Sanford Health (which is a shareholder of the Company) totaling approximately $15,000 and $78,000, respectively, during the three and six months ended June 30, 2021.

(16) Employee Benefit Plan

The Company sponsors a defined contribution retirement plan. All the Company’s employees are eligible to be enrolled in the employer-sponsored contributory retirement savings plan, which include features under Section 401(k) of the Internal Revenue Code of 1986, as amended, and provides for Company matching contributions. The Company’s contributions to the plan are determined by its Board of Directors, subject to certain minimum requirements specified in the plan. The Company has historically made matching contributions of 100% on 3% of the employee contributions, with an additional 50% match on the next 2% of employee contributions. The Company made contributions of approximately $166,000 and $78,000, respectively, during the three months ended June 30, 2022 and 2021 and approximately $259,000 and $178,000, respectively, during the six months ended June 30, 2022 and 2021.

(17) Commitments and Contingencies

The Company is not a party to any litigation, and, to its best knowledge, no action, suit, or proceeding has been threatened against the Company which are expected to have a material adverse effect on its financial condition, results of operations or liquidity.

(18) Joint Development Agreement

In June 2019, the Company entered into a joint development agreement with the University of South Dakota Research Park, Inc. (“USDRP”) for the construction of a multi-tenant office building and a manufacturing building. Pursuant to the agreement, the Company also entered into a lease agreement for 41,195 square feet of leasable area located in the building. The lease will commence upon completion of the building for an initial term of 12 years at a monthly payment of approximately $118,000. Aurochs, LLC, a wholly owned subsidiary, was founded to manage the construction funds for this project. All pre-construction costs up to a budgeted $2.7 million were paid directly by the Company and reimbursed by USDRP. As of June 30, 2022 or December 31, 2021, USDRP has spent approximately $2.12 million in design costs for this facility, with approximately $580,000 of the $2.7 million budget remaining. There were 0 receivables or payables for this project as of June 30, 2022 or December 31, 2021. USDRP and the Company intend to secure outside funding for all expenses incurred after the pre-construction phase. If funding cannot be secured to finance the construction of this facility, the Company will not be required to refund any of the design costs incurred to date. This project is on hold as the Company works to develop existing production capabilities at its current facilities sufficient to support its ongoing research and development plans.

(19) Subsequent Events

On August 3, 2022, the Company received notice from the US Department of Defense (“DoD”) to terminate the Department of Defense, Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense Enabling Biotechnologies (“JPEO”) Rapid Response contract, dated as of August 7, 2019 by and between the Company and the DoD most recently amended as of September 14, 2021, relating to a prototype research and development of a Rapid Response Antibody Program and advanced clinical development through licensure and commercial manufacturing for SAB-185 (the "JPEO Rapid Response Contract Termination"). No termination penalties have been or will be incurred by the Company in connection therewith. The Company anticipates entry into a termination settlement or similar arrangement with the DoD whereby, among other things, the Company expects to be compensated for costs incurred in winding down activity surrounding the JPEO Rapid Response contract.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

~~References in this report (the “Quarterly Report”) to “we,” “us” or~~You should read the “Company” refer to Big Cypress Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Big Cypress Holdings LLC. The following discussion and analysis of ~~the Company’s~~our financial condition and results of operations ~~should be read in conjunction~~together with ~~the~~our consolidated financial statements and the accompanying notes ~~thereto contained elsewhere~~included in Part I, Item 1 of this ~~Quarterly Report. Certain~~Form 10-Q. Some of the information contained in ~~the~~this discussion and analysis ~~set forth below includes~~contains forward-looking statements that involve risks, uncertainties, and ~~uncertainties.~~assumptions. As a result of many factors, including those factors set forth in the section titled “Risk Factors,” our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors.” Please also refer to the section titled “Special Note Regarding Forward Looking Statements.”

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements involved known and unknown risks, relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. In addition, historic results, including but not limited to those related to discovery data of SAB-195 and SAB-142; Phase 1 & Phase 2a results of SAB-176; and Phase 1, 1b, and 2 results for SAB-185 do not guarantee that future research or trials will suggest the same conclusions, nor that historic results referred to herein will be interpreted in the same manner due to future preclinical and clinical trial results or otherwise. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the ~~Risk Factors section of~~sections entitled “Risk Factors” in this Quarterly Report, the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other periodic reports filed by the Company with the ~~U.S.~~ Securities and Exchange Commission ~~(the “SEC”)~~and available at https://www.sec.gov/. ~~The Company’s securities filings can be accessed~~Readers are cautioned not to place undue reliance on ~~the EDGAR section~~these forward-looking statements, which speak only as of the ~~SEC’s website at www.sec.gov.~~date hereof. Except as expressly required by applicable ~~securities~~ law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Overview

~~Overview~~

We are a ~~blank check~~clinical-stage, biopharmaceutical company ~~formed under~~focused on the ~~laws~~development of powerful and proprietary immunotherapeutic polyclonal human antibodies to treat and prevent infectious diseases and immune and autoimmune disorders, including infectious diseases resulting from outbreaks and pandemics as well as immunology, gastroenterology, and respiratory diseases that have significant mortality and health impacts on immunocompromised patients. We have applied advanced genetic engineering and antibody science to develop transchromosomic (Tc) Bovine™. Our versatile DiversitAb™ platform is applicable to a wide range of serious unmet needs in human diseases. It produces natural, specifically targeted, high-potency, fully-human polyclonal immunotherapies without the ~~State~~need for human donors. We currently have multiple drug development programs underway and collaborations with the US government and global pharmaceutical companies.

The platform has been expanded and validated through funding awarded from U.S. government emerging disease and medical countermeasures programs with cumulative grant award totals of ~~Delaware~~approximately $203.6 million. We are advancing clinical programs in two indications, and preclinical development in three indications. In addition, we are executing on ~~November 12, 2020~~two research collaborations with global pharmaceutical companies, including CSL Behring and an undisclosed collaboration.

We generated total revenue of $6.4 million and $18.2 million for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of the IPO (as defined below)three months ended June 30, 2022 and ~~the sale of the Private Units (as defined below), our capital stock, debt or a combination of cash, stock~~2021, respectively, and ~~debt.~~

~~Results of Operations~~

We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 12, 2020 (inception) through March 31, 2021 were organizational activities, those necessary to prepare$18.2 million and $35.1 million, respectively, for the ~~IPO, described below,~~six months ended June 30, 2022 and ~~identifying a target company for our initial business combination. We do not expect~~2021. Our revenue to ~~generate any operating revenues until after the completion~~date has been primarily derived from government grants. As of ~~our initial business combination. We generate non-operating income~~June 30, 2022, $72.0 million in ~~the form~~funding ($71.3 million of ~~interest income on marketable securities held in the Trust Account (as defined below). We incur expenses~~which was eliminated as a result of ~~being~~the JPEO Rapid Response Contract Termination) remains for our current government grants, with an additional $1.6 million remaining for our current government grants pending approval of extensions on the funding for two of the grants.

We plan to focus a ~~public company (for legal, financial reporting, accounting~~substantial portion of our resources on continued research and ~~auditing compliance),~~development efforts towards deepening our technology and expertise with our platform and as well as indications in infectious disease and autoimmune indications. As a result, we expect to continue to make significant investments in these areas for ~~due diligence expenses.~~

~~For~~the foreseeable future. We incurred research and development expenses of $8.6 million and $18.7 million, respectively, for the three months ended June 30, 2022 and 2021, and $21.9 million and $31.5 million, respectively, for the six months ended June 30, 2022 and 2021. We incurred general and administrative expenses of $4.3 million and $2.4 million for the three months ended June 30, 2022 and 2021, respectively, and $9.5 million and $5.7 million for the six months ended June 30, 2022 and 2021. We expect to continue to incur significant expenses, and we expect such expenses to increase substantially in connection with our ongoing activities, including as we:

•

invest in research and development activities to optimize and expand our DiversitAb platform;

•

develop new and advance preclinical and clinical progress of pipeline programs;

•

market to and secure partners to commercialize our products;

•

expand and enhance operations to deliver products, including investments in manufacturing;

•

acquire businesses or technologies to support the growth of our business;

•

continue to establish, protect and defend our intellectual property and patent portfolio;

•

operate as a public company.

To date, we have primarily financed our operations from government agreements and the issuance and sale of common stock.

We generated a net loss of $4.8 million and $2.9 million, respectively, for the three months ended June 30, 2022 and 2021, and a net loss of $3.8 million and $1.5 million for the six months ended June 30, 2022 and 2021. As of June 30, 2022, we had an accumulated deficit of $32.9 million with cash and cash equivalents totaling $16.6 million.

Recent Developments

PPP Loan

In February 2021, we submitted a forgiveness application related to our Paycheck Protection Program (or PPP) loan (PPP Loan). In March 2021, the U.S. Small Business Administration (SBA) approved the forgiveness of the PPP Loan, plus accrued interest.

Business Combination

On October 22, 2021, we consummated the Business Combination pursuant to that certain Agreement and Plan of Merger, dated June 21, 2021 ("Business Combination Agreement"), by and among Big Cypress Acquisition Corp. (BCYP), Big Cypress Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of BCYP, and SAB Biotherapeutics, Inc., which changed its name to SAB Sciences, Inc. and became our wholly-owned subsidiary in connection with the Business Combination (and which we refer to now as Legacy SAB). Upon completion of the Business Combination, and pursuant to the terms of the Business Combination Agreement, the stockholders of Legacy SAB exchanged their Legacy SAB shares for our shares of common stock, and options to purchase shares of Legacy SAB were converted into options to purchase our shares of common stock. Additionally, (i) we issued 10,491,937 shares of common stock to the former stockholders of Legacy SAB, which are being held in escrow and which will be released if certain conditions are met prior to October 22, 2026, and (ii) we granted 1,508,063 contingently issuable restricted stock units to the holders of Legacy SAB options, which restricted stock units will be settled in our shares of common stock if the same conditions are met prior to October 22, 2026. For more information, see Note 1 to our consolidated financial statements, Nature of Business.

Key Factors Affecting Our Results of Operations and Future Performance

We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations. Our ability to successfully address these challenges is subject to various risks and uncertainties, including those described in the section captioned “Part I, Item 1A, Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and supplemented with the following revised or additional risk factors in “Part II, Item 1A, Risk Factors.”

Components of Results of Operations

Revenue

Our revenue has historically been generated through grants from government and other (non-government) organizations. We currently have no commercially approved products.

Grant revenue is recognized for the period that the research and development services occur, as qualifying expenses are incurred or conditions of the grants are met. We concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in Accounting Standards Codification ("ASC") 958, Not-for-Profit Entities, and that the grants are not within the scope of ASC 606, Revenue from Contracts with Customers, as the organizations providing the grants do not meet the definition of a customer. Expenses for grants are tracked by using a project code specific to the grant, and the employees also track hours worked by using the project code.

The total revenue for government grants was approximately $6.4 million and $18.2 million, respectively, the three months ended June 30, 2022 and 2021, and $18.2 million and $35.1 million, respectively, for the six months ended June 30, 2022 and 2021.

For the three and six months ended June 30, 2021, we worked on the following grants:

National Institute of Health – National Institute of Allergy and Infectious Disease (“NIH-NIAID”) (Federal Award #1R44AI117976-01A1) – this grant was for $1.4 million and started in September 2019 through August 2021. Grant income recognized was approximately $3,000 and $94,000, respectively, for the three months ended June 30, 2022 and 2021, and $30,000 and $150,000, respectively, for the six months ended June 30, 2022 and 2021. The Company applied for an extension on the grant funding, and the extension is pending approval—the Company has not historically experienced challenges renewing grant funding. If approved, there is approximately $184,000 in funding remaining for this grant as of June 30, 2022.

NIH-NIAID (Federal Award #1R41AI131823-02) – this grant was for approximately $1.5 million and started in April 2019 through March 2021. The grant was subsequently amended to extend the date through March 2022. Grant income recognized was approximately $118,000 and $20,000, respectively, for the three months ended June 30, 2022 and 2021, and $131,000 and $29,000, respectively, for the six months ended June 30, 2022 and 2021. There is approximately $683,000 in funding remaining for this grant as of June 30, 2022.

NIH-NIAID through Geneva Foundation (Federal Award #1R01AI132313-01, Subaward #S-10511-01) – this grant was for approximately $2.7 million and started in August 2017 through July 2021. Grant income recognized was approximately $26,000 and $47,000, respectively, for the three months ended June 30, 2022 and 2021, and $49,000 and $47,000, respectively, for the six months ended June 30, 2022 and 2021. The Company applied for an extension on the grant funding, and the extension is pending approval—the Company has not historically experienced challenges renewing grant funding. If approved, there is approximately $1.4 million in funding remaining for this grant as of June 30, 2022.

Department of Defense, Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense Enabling Biotechnologies (“JPEO”) through Advanced Technology International – this grant was for a potential of $25 million, awarded in stages starting in August 2019 and with potential stages running through February 2023. Additional contract modifications were added to this contract in 2020 and 2021 for work on a COVID therapeutic, bringing the contract total to $204 million. Grant income recognized was approximately $6.2 million and $18.0 million, respectively, for the three months ended June 30, 2022 and 2021, and $17.9 million and $34.9 million, respectively, for the six months ended June 30, 2022 and 2021. There is approximately $71.3 million in funding remaining for this grant as of June 30, 2022.

The grants for the JPEO Rapid Response contract are cost reimbursement agreements, with reimbursement of our direct research and development expense (labor and consumables) with an overhead charge (based on actual, reviewed quarterly) and a fixed fee (9%). As a result of the JPEO Rapid Response Contract Termination in August 2022, this grant was terminated.

Research and Development Expenses

Research and development expenses primarily consist of salaries, benefits, incentive compensation, stock-based compensation, laboratory supplies and materials for employees and contractors engaged in research and product development, licensing fees to use certain technology in our research and development projects, fees paid to consultants and various entities that perform certain research and testing on our behalf. Research and development expenses are tracked by target/project code. Indirect general and administrative costs are allocated based upon a percentage of direct costs. We expense all research and development costs in the period in which they are incurred.

Research and development activities consist of discovery research for our platform development and the various indications we are working on. We have not historically tracked our research and development expenses on a product candidate-by-product candidate basis.

For the three and six months ended June 30, 2022 and 2021, we had ~~operating costs~~contracts with multiple contract research organizations (“CRO”) to conduct and complete clinical studies. In the case of ~~$111,612 consisting~~SAB-185, the CRO has been contracted and paid by the US government. For SAB-176, PPD Development, LP, acting as CRO oversaw the Phase 1 safety study. The terms of ~~professional~~that agreement are subject to confidentiality, and the status of the agreement is that it is current, in good standing and approximately 90% of the contract has been paid through December 31, 2021. SAB has also contracted with hVIVO Services Limited to conduct the Phase 2a influenza study on SAB-176. The terms of that agreement are subject to confidentiality, and the status of the agreement is that it is current, in good standing and approximately 90% of the contract has been paid as of June 30, 2022.

We expect to continue to incur substantial research and development expenses as we conduct discovery research to enhance our platform and work on our indications. We expect to hire additional employees and continue research and development and manufacturing activities. As a result, we expect that our research and development expenses will continue to increase in future periods and vary from period to period as a percentage of revenue.

Major components within our research and development expenses are salaries and benefits (laboratory & farm), laboratory supplies, animal care, contract manufacturing, clinical trial expense, outside laboratory services, project consulting, and facility expense. Our platform allows us to work on multiple projects with the same resources, as the research and development process of each product is very similar (with minimal differences in the manufacturing process).

Research and development expenses by component for the three months ended June 30, 2022 and 2021:


	Three Months Ended June 30,
	2022		2021
Salaries & benefits	$	3,577,501	$	2,433,001
Laboratory supplies		1,859,280		3,784,605
Animal care		392,778		937,520
Contract manufacturing		354,530		5,966,248
Clinical trial expense		213,562		3,105,066
Outside laboratory services		704,578		1,290,483
Project consulting		118,395		424,592
Facility expense		1,323,200		727,514
Other expenses		40,603		14,373
Total research and development expenses	$	8,584,427	$	18,683,402

Research and development expenses by component for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
	2022		2021
Salaries & benefits	$	6,924,434	$	4,448,632
Laboratory supplies		3,798,613		7,589,679
Animal care		1,073,559		1,993,823
Contract manufacturing		4,783,733		9,601,881
Clinical trial expense		270,880		3,233,757
Outside laboratory services		1,887,392		2,235,115
Project consulting		553,178		846,333
Facility expense		2,559,991		1,397,591
Other expenses		95,912		118,595
Total research and development expenses	$	21,947,692	$	31,465,406

General and Administrative Expenses

General and administrative ~~expense.~~expenses primarily consist of salaries, benefits, and stock-based compensation costs for employees in our executive, accounting and finance, project management, corporate development, office administration, legal and human resources functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated overhead expenses. General and administrative expenses also include rent and facilities expenses allocated based upon total direct costs. We ~~also had other income (expense)~~expect that our general and administrative expenses will continue to increase in future periods, primarily due to increased headcount to support anticipated growth in the business and due to incremental costs associated with operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of ~~$3,084,832, which~~the SEC and stock exchange listing standards, public relations, insurance and professional services. We expect these expenses to vary from period to period in absolute terms and as a percentage of revenue.

Nonoperating (Expense) Income

Gain on change in fair value of warrant liabilities

Gain on change in fair value of warrant liabilities consists of ~~$2,419 of interest earned on marketable securities held in~~ the ~~Trust Account, $(359,874) of offering expense allocated to the warrants and a $3,442,287 gain resulting from the change~~changes in the fair value of the warrant liabilities.

Gain on debt extinguishment of Paycheck Protection Program SBA Loan

Gain on extinguishment of debt consists of the forgiveness of the PPP Loan, plus accrued interest.

Interest income

Interest income consists of interest earned on cash balances in our ~~warrant liability.~~bank accounts.

Interest expense

~~Liquidity~~Interest expense consists primarily of interest related to borrowings under notes payable for equipment.

Income Tax Expense (Benefit)

Income tax expense (benefit) consists primarily of domestic federal and ~~Capital Resources~~state income taxes.

Results of Operations

~~On January 14,~~The following tables set forth our results of operations for the three months ended June 30, 2022 and 2021:


	Three Months Ended June 30,
	2022			2021
Revenue
Grant revenue	$	6,350,525		$	18,209,502
Total revenue		6,350,525			18,209,502
Operating expenses
Research and development		8,584,427			18,683,402
General and administrative		4,309,042			2,398,641
Total operating expenses		12,893,469			21,082,043
Loss from operations		(6,542,944	)		(2,872,541	)
Changes in fair value of warrant liabilities		1,730,080			—
Interest expense		(71,237	)		(74,434	)
Interest income		15,824			5,296
Total other income (expense)		1,674,667			(69,138	)
Loss before income taxes		(4,868,277	)		(2,941,679	)
Income tax benefit		(92,281	)		—
Net loss	$	(4,775,996	)	$	(2,941,679	)

The following tables set forth our results of operations for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
	2022				2021
Revenue
Grant revenue	$	18,153,601			$	35,137,236
Total revenue		18,153,601				35,137,236
Operating expenses
Research and development		21,947,692				31,465,406
General and administrative		9,456,191				5,730,447
Total operating expenses		31,403,883				37,195,853
Loss from operations		(13,250,282	)			(2,058,617	)
Changes in fair value of warrant liabilities		9,579,652		��		—
Gain on debt extinguishment of Paycheck Protection Program SBA Loan		—				665,596
Interest expense		(143,259	)			(149,626	)
Interest income		23,757				10,802
Total other income		9,460,150				526,772
Loss before income taxes		(3,790,132	)			(1,531,845	)
Income tax expense		—				—
Net loss	$	(3,790,132	)		$	(1,531,845	)

Comparison of the three and six months ended June 30, 2022 and 2021 ~~we consummated our initial public offering (the “IPO”) of 11,500,000 of our units (the “Public Units”) which included Public Units subject~~

Revenue


	Three Months Ended June 30,
	2022		2021		Change			% Change
Revenue	$	6,350,525	$	18,209,502	$	(11,858,977	)		(65.1	)%
Total revenue	$	6,350,525	$	18,209,502

Revenue decreased by $11.9 million, or 65.1%, in the three months ended June 30, 2022 as compared to the ~~underwriters’ over-allotment option, which option was exercised~~three months ended June 30, 2021 primarily due to a decrease in ~~full. Each Public Unit consists of one share of common stock~~work performed under the JPEO Rapid Response contract. Included in revenues for the three months ended June 30, 2022 is $2.9 million for contract manufacturing, as compared to $9.6 million for contract manufacturing, $1.3 million for fixed asset reimbursement, and ~~one-half redeemable warrant, with each whole warrant entitling~~$0.1 million for animal purchases for the holder to purchase one share of common stock at a price of $11.50 per share (the “Public Warrants”). The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $115,000,000.three months ended June 30, 2021.


	Six Months Ended June 30,
	2022		2021		Change			% Change
Revenue	$	18,153,601	$	35,137,236	$	(16,983,635	)		(48.3	)%
Total revenue	$	18,153,601	$	35,137,236

~~Simultaneously with~~Revenue decreased by $17.0 million, or 48.3%, for the consummation of the IPO, we consummated the private placement (“Private Placement”) of 417,200 units (the “Private Units”) at a price of $10.00 per Private Unit with each Private Unit consisting of one share of common stock and one-half warrant, with each whole warrant entitling the holder to purchase one share of common stock at a price of $11.50 per share (the “Private Warrants”), generating total proceeds of $4,172,000. The Private Units were soldsix months ended June 30, 2022 as compared to the ~~Sponsor. The Private Units and Private Warrants are identical~~six months ended June 30, 2021 primarily due to a decrease in work performed under the ~~Public Units and Public Warrants sold~~JPEO Rapid Response contract. Included in the IPO, except that the Private Warrants underlying the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees.

Following the closing of the IPO and the sale of additional Private Units, an aggregate amount of $116,150,000 has been placed in the trust account (the “Trust Account”) established in connection with the IPO. Transaction costs amounted to $6,108,360 consisting of $1,529,500 of underwriting fee, $4,220,500 of deferred underwriting fee, and $358,360 of other offering costs. In addition, $1,216,731 of cash was held outside of the Trust Account, which is availablerevenues for the ~~payment of offering~~six months ended June 30, 2022 are $5.0 million for contract manufacturing and $0.3 million for fixed asset purchases, as compared to $10.1 million for contract manufacturing, $3.2 million for fixed asset reimbursement, and $1.7 million for animal purchases for the six months ended June 30, 2021.

We anticipate future revenues will be substantially derived from current period directly reimbursable expenses such as laboratory supplies, labor costs, and ~~for working capital purposes.~~consulting fees plus, when applicable, an overhead charge and a flat-rate fixed fee. As a result of the ~~underwriters’ exercise~~JPEO Rapid Response Contract Termination, we expect future revenues to be lower as our primary pipeline development targets of Clostridioides difficile Infection, influenza, and immune system disorders remain independently financed as the ~~over-allotment option in full, 375,000 of the founder shares are no longer subject to forfeiture.~~we explore potential partnerships, co-development opportunities, and licensing arrangements.

Research and Development


	Three Months Ended June 30,
	2022		2021		Change			% Change
Research and development	$	8,584,427	$	18,683,402	$	(10,098,975	)		(54.1	)%
Total research and development expenses	$	8,584,427	$	18,683,402

As of March 31, 2021, we had marketable securities held in the Trust Account of $116,152,419 (including approximately $2,419 of interest income) consisting money market funds which invest U.S. Treasury securities. Interest income on the balance in the Trust Account may be used30

Research and development expenses decreased by ~~us to pay taxes. Through March 31, 2021, we have not withdrawn any interest earned on the Trust Account.~~

~~For~~$10.1 million, or 54.1%, for the three months ~~March 31,~~ended June 30, 2022 as compared to the three months ended June 30, 2021, ~~net cash used~~primarily due to decreases in ~~operating activities was $363,159. Net income~~laboratory supplies, contract manufacturing costs, clinical trial expense, and outside lab services due to a decrease in work performed under the JPEO Rapid Response contract. Please refer to the research and development expenses by component for the three months ended June 30, 2022 and 2021 table above for additional information.


	Six Months Ended June 30,
	2022		2021		Change			% Change
Research and development	$	21,947,692	$	31,465,406	$	(9,517,714	)		(30.2	)%
Total research and development expenses	$	21,947,692	$	31,465,406

Research and development expenses decreased by $9.5 million, or 30.2%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to decreases in laboratory supplies, contract manufacturing costs, clinical trial expense, and outside lab services due to a decrease in work performed under the JPEO Rapid Response contract. Please refer to the research and development expenses by component for the six months ended June 30, 2022 and 2021 table above for additional information.

As a result of ~~$2,973,220 was affected~~the JPEO Rapid Response Contract Termination and in tandem with our focus on our primary pipeline development targets, future period research and development expenses will decrease as we no longer expect to incur high costs of contract manufacturing, outside laboratory services, project consulting, and facilities costs related to the production of SAB-185.

General and Administrative


	Three Months Ended June 30,
	2022		2021		Change		% Change
General and administrative	$	4,309,042	$	2,398,641	$	1,910,401		79.6	%
Total general and administrative expenses	$	4,309,042	$	2,398,641

General and administrative expenses increased by ~~interest earned on marketable securities held~~$1.9 million, or 79.6%, in the ~~Trust Account~~three months ended June 30, 2022 as compared to the three months ended June 30, 2021, primarily due to increased compensation costs ($1.1 million) and increased insurance costs associated with being a public company ($0.7 million).


	Six Months Ended June 30,
	2022		2021		Change		% Change
General and administrative	$	9,456,191	$	5,730,447	$	3,725,744		65.0	%
Total general and administrative expenses	$	9,456,191	$	5,730,447

General and administrative expenses increased by $3.7 million, or 65.0%, in the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to increases in business, regulatory consulting, and other compliance costs ($1.2 million); insurance costs associated with being a public company ($1.5 million); and increased compensation costs ($0.9 million).

Non-operating Income


	Three Months Ended June 30,
	2022		2021		Change		% Change
Changes in fair value of warrant liabilities	$	1,730,080	$	—	$	1,730,080	N/M
Total non-operating income	$	1,730,080	$	—

Total non-operating income increased by $1.7 million in the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 due to the change in fair value of ~~$2,419, offering costs allocated~~warrant liabilities which were issued as a result of the Business Combination in the fourth quarter of 2021.


	Six Months Ended June 30,
	2022		2021		Change			% Change
Changes in fair value of warrant liabilities	$	9,579,652	$	—	$	9,579,652		N/M
Gain on debt extinguishment of Paycheck Protection Program SBA Loan		—		665,596		(665,596	)	N/M
Total non-operating income	$	9,579,652	$	665,596

Total non-operating income increased by $8.9 million in the six months ended June 30, 2022 as compared to ~~warrants f $359,874, a change~~the six months ended June 30, 2021 primarily due to changes in the fair value of ~~our~~the warrant ~~liability~~liabilities, partially offset by the forgiveness of ~~$3,442,287, an increase~~the
PPP Loan, plus accrued interest, in ~~prepaid assets~~the first quarter of ~~$260,325 and a decrease~~2021.

Interest Expense


	Three Months Ended June 30,
	2022		2021		Change			% Change
Interest expense	$	71,237	$	74,434	$	(3,197	)		(4.3	)%
Total interest expense	$	71,237	$	74,434

Interest expense remained largely unchanged in ~~accrued expenses of $8,778.~~

~~For~~ the three months ~~March 31, 2021, net cash used in investing activities was $116,150,000 for our investment in the Trust Account.~~

~~For~~ended June 30, 2022 as compared to the three months ~~March 31,~~ended June 30, 2021, ~~net provided~~driven by ~~in financing activities was $117,286,878 primarily from the sale of public and private Units~~adding no new Finance Leases or other interest-bearing debt.


	Six Months Ended June 30,
	2022		2021		Change			% Change
Interest expense	$	143,259	$	149,626	$	(6,367	)		(4.3	)%
Total interest expense	$	143,259	$	149,626

Interest expense remained largely unchanged in the ~~amount~~six months ended June 30, 2022 as compared to the six months ended June 30, 2021, driven by adding no new Finance Leases or other interest-bearing debt.

Interest Income


	Three Months Ended June 30,
	2022		2021		Change		% Change
Interest income	$	15,824	$	5,296	$	10,528		198.8	%
Total interest income	$	15,824	$	5,296

Interest income increased during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, due to higher interest earning cash balances.


	Six Months Ended June 30,
	2022		2021		Change		% Change
Interest income	$	23,757	$	10,802	$	12,955		119.9	%
Total interest income	$	23,757	$	10,802

Interest income increased during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, due to higher interest earning cash balances.

Income Tax Expense (Benefit)


	Three Months Ended June 30,
	2022			2021		Change			% Change
Income tax benefit	$	(92,281	)	$	—	$	(92,281	)	N/M
Total income tax benefit	$	(92,281	)	$	—

Income tax benefit increased by $92 thousand during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, primarily attributable to the elimination of ~~$117,642,500, net of underwriting discounts. This~~the existing option to deduct research and development expenditures and requirement for taxpayers to amortize them over five years pursuant to IRC Section 174.

Starting in 2022, TCJA amendments to IRC Section 174 will no longer permit an immediate deduction for research and development (R&D) expenditures in the tax year that such costs are incurred. The 2022 first quarter effective income tax rate was ~~offset~~impacted by the ~~$150,000 repayment~~Section 174 capitalization requirement combined with the restriction on net operating losses to only reduce taxable income by 80%. We will continue to recognize income tax expense and make quarterly estimated tax payments under enacted tax rates and laws expected to be in effect for the current tax year.


	Six Months Ended June 30,
	2022		2021		Change		% Change
Income tax expense	$	—	$	—	$	—	N/M
Total income tax expense	$	—	$	—

Income tax expense did not change during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily attributable to the consumption of ~~a related party promissory note and payment of $208,277 in deferred offering costs.~~

~~We intend~~prior period net operating losses offsetting our taxable income position attributable to ~~use substantially all~~the elimination of the ~~funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable),~~existing option to ~~complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration~~deduct research and development expenditures and requirement for taxpayers to ~~complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital~~amortize them over five years pursuant to ~~finance the operations of the target business or businesses, make other acquisitions~~IRC Section 174.

Liquidity and ~~pursue our growth strategies.~~Capital Resources

As of ~~March~~June 30, 2022 and December 31, 2021, we had $16.6 million and $33.2 million, respectively, of cash and cash equivalents. Additionally, as of ~~$858,055 outside~~December 31, 2021 we had $6.3 million in restricted cash held in escrow pending the ~~Trust Account.~~ final settlement of the Forward Share Purchase Agreement. Upon final settlement of the Forward Share Purchase Agreement during the first quarter of 2022, $817,060 in cash was released to the Company and the remaining $5.5 million was delivered to Radcliffe for the repurchase of 546,658 shares of the Company's common stock. To date, we have primarily relied on grant revenue in the form of government grants and the sale of common stock.

Our standard repayment terms for accounts receivable are thirty days from the invoice date. As a majority of our accounts receivable is from work performed under government grants, we have not had an uncollectible accounts receivable amount in over 5 years.

We intend to ~~use~~continue to invest in our business and, as a result, may incur operating losses in future periods. We expect to continue to invest in research and development efforts towards expanding our capabilities and expertise along our platform and the ~~funds held outside~~primary pipeline development targets we are working on, as well as building our business development team and marketing our solutions to partners in support of the ~~Trust Account primarily~~growth of the business.

We anticipate that we will continue to ~~identify~~generate losses for the foreseeable future, and ~~evaluate target businesses, perform business due diligence on prospective target businesses, travel~~we expect the losses to increase as we continue the development of, and ~~from the offices, plants or similar locations~~seek regulatory approvals for, our product candidates, and begin commercialization of ~~prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete~~ our ~~initial business combination.~~

~~In order~~products. As a result, we will require additional capital to fund ~~working capital deficiencies or finance transaction costs in connection with initial business combination, the Sponsor, or certain of~~ our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Units.

~~We do not believe we will need to raise additional funds~~operations in order to support our long-term plans, in particular, following the JPEO Rapid Response Contract Termination.

Our current business plan, existing cash and cash equivalents, and anticipated cash flows from operations will be sufficient to meet our working capital and capital expenditure needs over at least the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating the initial business combination are less than the actual amount necessarynext twelve months, assuming, among other things, no significant unforeseen expenses. We intend to ~~do so,~~seek additional capital through equity and/or debt financings, collaborative or other funding arrangements. Should we seek additional financing from outside sources, we may ~~have insufficient funds available~~not be able to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only completeraise such financing ~~simultaneously with the completion of our initial business combination.~~on terms acceptable to us or at all. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cashraise additional capital when required or on ~~hand is insufficient,~~acceptable terms, we may ~~need~~be required to ~~obtain~~scale back or discontinue the advancement of product candidates, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.

Sources of Liquidity

Since our inception, we have financed our operations primarily from revenue in the form of government grants and from equity financings.

Equity Financings and Option Exercises

As of June 30, 2022, we have raised approximately $82.5 million since our inception from the issuance and sale of convertible preferred shares, net of issuance costs associated with such financings, the Business Combination with BCYP, and exercises of employee stock options.

We are not currently eligible to file a shelf registration statement; however, we believe that shelf registration statements can contribute, when used, to greater financing flexibility. To that end, we plan to file a shelf registration statement on Form S-3 with the SEC once we are eligible to do so. Until such time, if ever, we can generate substantial product revenue to support our cost structure, we expect to finance our cash needs through a combination of government or non-profit grants, equity offerings, debt financings, collaborations, and other similar arrangements.

Notes payable

In December 2017, the Company entered into a loan agreement for the purchase of a tractor for $116,661 at a 3.6% interest rate. The loan included annual payments of $25,913 for the next five years starting in December 2018. The tractor loan balance as of March 31, 2022 and December 31, 2021 was $25,013. The total amount of the remaining loan balance is due in full in the fourth quarter of 2022.

On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). In April 2020, the Company entered into a loan agreement (the “PPP Loan”) with First Premier Bank under the Paycheck Protection Program (the “PPP”), which is part of the CARES Act administered by the United States Small Business Administration (“SBA”). As part of the application for these funds, the Company, in good faith, certified that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. The certification further requires the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. Under the PPP, the Company received proceeds of approximately $661,612. In accordance with the requirements of the PPP, the Company utilized the proceeds from the PPP Loan primarily for payroll costs. The PPP Loan has a 1.00% interest rate per annum, matures in April 2022 and is subject to the terms and conditions applicable to loans administered by the SBA under the PPP. Under the terms of PPP, all or certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses, as described in the CARES Act. The Company recorded the entire amount of the PPP Loan as debt. In February 2021, the Company submitted a forgiveness application related to its PPP Loan. In March 2021, the SBA approved the forgiveness of the PPP Loan, plus accrued interest. We recorded a gain on extinguishment of PPP Loan of $665,596 for the forgiveness of the PPP Loan and accrued interest within gain on debt extinguishment of Paycheck Protection Program SBA Loan on the consolidated statement of operations for the six months ended June 30, 2021.

Please refer to Note 10 to the Company's consolidated financial statements, Notes Payable, for additional information on our debt.

Cash Flows

The following table summarizes our cash flows for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
	2022			2021
Net cash (used in) provided by operating activities	$	(15,502,600	)	$	3,067,599
Net cash used in investing activities		(1,893,766	)		(5,353,607	)
Net cash used in financing activities		(5,532,159	)		(91,699	)
Net decrease in cash, cash equivalents, and restricted cash	$	(22,928,525	)	$	(2,377,707	)

Operating Activities

Net cash from operating activities decreased by $18.6 million in the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to a $17.0 million decrease in revenue, offset by a $5.8 million decrease in operating expenses. Additionally, we experienced an increase of non-cash working capital of $4.9 million during the six months ended June 30, 2022 as compared to a $3.9 million decrease of non-cash working capital during the six months ended June 30, 2021.

Investing Activities

Net cash from investing activities increased by $3.5 million in the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to a decrease in purchases of equipment and substantial completion of the HQ expansion.

Financing Activities

Net cash from financing activities decreased by $5.4 million in ~~order~~the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to the final settlement of the Forward Share Purchase Agreement whereby $5.5 million of restricted cash was utilized for a repurchase of 546,658 shares of the Company's common stock.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of June 30, 2022:


	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		Over 5 years
Notes payable (1)	$	25,013	$	25,013	$	—	$	—	$	—
Operating lease liabilities (2)		2,325,090		619,587		1,705,503		—		—
Finance lease liabilities (2)		6,609,111		213,790		807,835		802,992		4,784,494
Total	$	8,959,214	$	858,390	$	2,513,338	$	802,992	$	4,784,494

(1)

One remaining annual payment on the purchase of a tractor.

(2)

We are party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under FASB ASC Topic 842, Leases (“ASC 842”).

We enter into contracts in the normal course of business with third parties, including CROs. These payments are not included in the table above, as the amount and timing of such payments are not known.

As of June 30, 2022, there were no material changes outside of the ordinary course of business to our commitments and contractual obligations.

Income Taxes

We had approximately $25.8 million of federal net operating loss carryforwards as of June 30, 2022. Our carryforwards are subject to review and possible adjustment by the appropriate taxing authorities. Our effective tax rate will vary depending on the relative use of tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, limitation of application for our NOL carryforwards, and changes in tax laws in jurisdictions in which we operate.

These carryforwards may generally be utilized in any future period but may be subject to limitations based upon changes in the ownership of our shares in a prior or future period. We have not quantified the amount of such limitations, if any.

Beginning in 2022, the U.S. Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the existing option to deduct research and development expenditures and requires taxpayers to amortize them over five years pursuant to IRC Section 174. The new amortization period begins with the midpoint of any taxable year that IRC Section 174 costs are first incurred, regardless of whether the expenditures were made prior to or after July 1, and runs until the midpoint of year five for activities conducted in the United States or year 15 in the case of development conducted on foreign soil.

The Company continues to record a valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $2.9 million during the six months ended June 30, 2022. The company has not recognized any reserves for uncertain tax positions.

Off-Balance Sheet Arrangements

We did not have, for the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of ~~March 31, 2021.~~facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

~~Contractual obligations~~

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of one of our executive officers a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on January 14, 2021 and will continue to incur these fees monthly until the earlier of the completion of the initial business combination and our liquidation.

Critical Accounting Policies and Estimates

~~The~~We have prepared our consolidated financial statements in accordance with U.S. GAAP. Our preparation of ~~condensed~~these consolidated financial statements ~~and related disclosures in conformity with accounting principles generally accepted in the United States of America~~ requires ~~management~~us to make estimates, assumptions and ~~assumptions~~judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and ~~liabilities, disclosure~~related disclosures. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of ~~contingent~~which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could therefore differ materially from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in Note 2 to the Company's consolidated financial statements, Summary of Significant Accounting Policies, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

Our revenue is primarily generated through grants from government and other (non-government) organizations.

Grant revenue is recognized for the period that the research and development services occur, as qualifying expenses are incurred, or conditions of the grants are met. We concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities, and that the grants are not within the scope of ASC 606, Revenue from Contracts with Customers, as the organizations providing the grants do not meet the definition of a customer. Expenses for grants are tracked by using a project code specific to the grant, and the employees also track hours worked by using the project code.

Stock-Based Compensation

We recognize compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, directors, and non-employee consultants, including grants of stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. Prior to the Business Combination, the grant date fair value of our common stock was typically determined by our board of directors with the assistance of management and a third-party valuation specialist. Subsequent to the Business Combination, the board of directors elected to determine the fair value of our post-merger common stock based on the closing market price at closing on the date of grant. In determining the fair value of our stock-based awards, we utilize the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. For awards with performance-based vesting criteria, we estimate the probability of achievement of the performance criteria and recognize compensation expense related to those awards expected to vest. No awards may have a term in excess of ten years. Forfeitures are recorded when they occur. Stock-based compensation expense is classified in our consolidated statements of operations based on the function to which the related services are provided. We recognize stock-based compensation expense over the expected term.

In addition to considering the results of the independent third-party valuations, our board of directors considered various objective and subjective factors to determine the fair value of our common shares as of each grant date, which may be a date other than the most recent independent third-party valuation date, including:

•

the prices at which we most-recently sold preferred shares and the superior rights and preferences of the preferred shares relative to our common shares at the time of each grant;

•

the lack of liquidity of our equity as a private company;

•

our stage of development and business strategy and the material risks related to our business and industry;

•

our financial condition and operating results, including our levels of available capital resources and forecasted results;

•

developments in our business, including the achievement of milestones such as entering into partnering agreements;

•

the valuation of publicly traded companies in the life sciences, biopharmaceutical and healthcare technology sectors, as well as recently completed mergers and acquisitions of peer companies;

•

any external market conditions affecting our industry, and trends within our industry;

•

the likelihood of achieving a liquidity event for the holders of our preferred shares and holders of our common shares, such as an initial public offering, or IPO, or a sale of our company, given prevailing market conditions; and

•

the analysis of IPOs and the market performance of similar companies in our industry.

The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if factors or expected outcomes change and we use significantly different assumptions or estimates, the fair value of our common shares and our stock-based compensation expense could be materially different.

See Note 12 to the Company's consolidated financial statements, Stock Option Plan, for information concerning certain specific assumptions we used in applying the Black-Scholes option pricing model to determine the estimated fair value of our stock options granted for the three and six months ended June 30, 2022 and 2021.

Stock-based compensation expense was $0.6 million and $0.4 million, respectively, for the three months ended June 30, 2022 and 2021, and $1.5 million and $0.8 million, respectively, for the six months ended June 30, 2022 and 2021.

As of June 30, 2022, we had $5.2 million of total unrecognized stock-based compensation cost related to non-vested options, which we expect to recognize in future operating results over a weighted-average period of 2.13 years. Total unrecognized compensation cost related to non-vested stock awards as of June 30, 2022 was approximately $0.6 million and is expected to be recognized within future operating results over a weighted-average period of 3.93 years.

Warrant Liabilities Valuations

We are required to periodically estimate the fair value of our Private Placement Warrant liabilities with the assistance of an independent third-party valuation firm. The assumptions underlying these valuations represented our best estimates, which involved inherent uncertainties and the application of significant levels of our judgment. The fair value of our Public Warrant liabilities are determined by reference to the quoted market price.

The warrants are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and were presented within warrant liabilities on the consolidated balance sheet as of June 30, 2022 and December 31, 2021. The initial fair value of the warrant liabilities were measured at fair value on the Closing Date, and changes in the fair value of the warrant liabilities were presented within changes in fair value of warrant liabilities in the consolidated statement of operations for the three months ended June 30, 2022.

On the Closing Date, we established the fair value of the Private Placement Warrants utilizing both the Black-Scholes Merton formula and a Monte Carlo Simulation (“MCS”) analysis. Specifically, we considered a MCS to derive the implied volatility in the publicly listed price of the Public Warrants. We then considered this implied volatility in selecting the volatility for the application of a Black-Scholes Merton model for the Private Placement Warrants. We determined the fair value of the Public Warrants by reference to the quoted market price.

The Public Warrants were classified as a Level 1 fair value measurement, due to the use of the quoted market price, and the Private Placement Warrants held privately by Big Cypress Holdings LLC, a Delaware limited liability company which acted as the Company’s sponsor in connection with the IPO (the "Sponsor"), were classified as a Level 3 fair value measurement, due to the use of unobservable inputs.

The initial measurement on the Closing Date for the Public Warrant liability was approximately $6.3 million and the fair value of the Public Warrant liability increased by approximately $4.0 million during the year ended December 31, 2021. The fair value of the

Public Warrant liability decreased by approximately $1.7 million and $9.2 million, respectively, for the three and six months ended June 30, 2022.

The key inputs into the valuations as of the June 30, 2022 and December 31, 2021 were as follows:


	June 30, 2022			December 31, 2021
Risk-free interest rate		3.00	%		1.24	%
Expected term remaining (years)		4.31			4.81
Implied volatility		73.0	%		43.0	%
Closing common stock price on the measurement date	$	1.45		$	7.81

See Note 13 to the Company's consolidated financial statements, Fair Value Measurements, for information concerning certain specific assumptions we used in applying the Black-Scholes Merton formula and MCS to determine the estimated fair value of the Private Placement Warrants outstanding as of June 30, 2022.

Common Stock Valuations

Prior to becoming a public company, we were required to periodically estimate the fair value of our common stock with the assistance of an independent third-party valuation firm, as discussed above, when issuing stock options and computing our estimated stock-based compensation expense. The assumptions underlying these valuations represented our best estimates, which involved inherent uncertainties and the application of significant levels of our judgment. In order to determine the fair value of our common stock, we considered, among other items, previous transactions involving the sale of our securities, our business, financial condition and results of operations, economic and industry trends, the market performance of comparable publicly traded companies, and the lack of marketability of our common stock.

Subsequent to the Business Combination, we now determine the fair value of our common stock based on the closing market price at closing on the date of grant.

Compensation expense related to stock-based transactions is measured and recognized in the financial statements at fair value of our post-merger common stock based on the closing market price at closing on the date of grant. Stock-based compensation expense is measured at the grant date based on the fair value of the equity award and ~~income~~is recognized as expense over the requisite service period, which is generally the vesting period, on the straight-line method. We estimate the fair value of each stock option award on the date of grant using the Black-Scholes option-pricing model. Determining the fair value of stock option awards at the grant date requires judgment, including estimating the expected volatility, expected term, risk-free interest rate, and ~~expenses during~~expected dividends.

Lease Liabilities and Right-of-Use Assets

We are party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the ~~periods reported. Actual~~definition of leases under ASC 842. In accordance with ASC 842, we, as of January 1, 2018 (the date of adoption), recorded right-of-use assets and related lease liabilities for the present value of the lease payments over the lease terms. We utilized the practical expedient regarding lease and non-lease components and have combined such items into a single combined component. Our incremental borrowing rate was used in the calculation of our right-of-use assets and lease liabilities.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 3 to our consolidated financial statements, New Accounting Standards.

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus, or COVID-19, as a pandemic, which continues to spread throughout the U.S. and worldwide. As with many companies around the world, our day-to-day operations were disrupted with the imposition of work from home policies and requirements for physical distancing for any personnel present in our offices and laboratories. The pandemic has also disrupted our activities as shelter-in-place orders, quarantines, supply chain disruptions, travel restrictions and other public health safety measures have impacted our ability to interact with our existing and potential partners for our activities. However, the COVID-19 pandemic did not materially impact our business, operating results, or financial condition. There is significant uncertainty as to the trajectory of the pandemic and its impacts on our business in the future. We could be materially ~~differ~~and adversely affected by the risks, or the public perception of the risks, related to the COVID-19 pandemic or similar public health crises. Such crises could adversely impact our ability to conduct on-site laboratory activities, expand our laboratory facilities, secure critical supplies such as reagents, laboratory tools or immunized animals required for discovery research

activities, and hire and retain key personnel. The ultimate extent of the impact of any epidemic, pandemic, outbreak, or other public health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic, outbreak, or other public health crisis and actions taken to contain or prevent the further spread, among others. Accordingly, we cannot predict the extent to which our business, financial condition and results of operations will be affected. We remain focused on maintaining our operations, liquidity and financial flexibility and continue to monitor developments as we deal with the disruptions and uncertainties from ~~those estimates.~~ the COVID-19 pandemic.

JOBS Act Accounting Election

We qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements that are not otherwise applicable to public companies. These provisions include, but are not limited to:

•

being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q;

•

not being required to comply with the auditor attestation requirements on the effectiveness of our internal controls over financial reporting;

•

not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);

•

reduced disclosure obligations regarding executive compensation arrangements; 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.

We may use these provisions until the last day of our fiscal year in which the fifth anniversary of the completion of our initial public offering occurred. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

We have ~~identified~~elected to take advantage of certain of the ~~following critical~~reduced disclosure obligations in this Form 10-Q and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than the information you receive from other public companies in which you hold stock.

The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting ~~policies:~~standards, until those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which we will adopt the recently issued accounting standard.

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.

Concentration of Credit Risk

We received 100% and of our total revenue through grants from government organizations for the three and six months ended June 30, 2022 and 2021, respectively. To date, no receivables have been written off. We do not believe the JPEO Rapid Response Contract Termination will have an impact on our outstanding receivables as of June 30, 2022.

Interest Rate Risk

As of ~~March~~June 30, 2022 and December 31, 2021, we ~~were not subject to any market or interest rate risk. Following the consummation~~had a cash and cash equivalents of ~~our IPO, the net proceeds~~$16.6 million and $33.2 million, respectively, all of ~~our IPO, including amounts~~which was maintained in ~~the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain~~bank accounts and money market funds ~~that invest solely~~in the U.S. Our primary exposure to market risk is to interest income volatility, which is affected by changes in the general level of interest rates. A 10% change in the market interest rates would not have a material effect on our business, financial condition, or results of operations. Additionally, as of December 31, 2021, we had $6.3 million in restricted cash.

Foreign Currency Risk

We conduct our business in U.S. ~~treasuries. Due~~dollars and, thus, are not exposed to financial risks from exchange rate fluctuations between the ~~short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.~~U.S. dollar and other currencies.

Item 4. Controls and ~~Procedures~~Procedures.

Evaluation of Disclosure Controls and Procedures

~~Disclosure~~Our management, with the participation of our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by usa company in ~~our~~the reports that it files or submits under the Exchange Act ~~reports~~ is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and ~~forms,~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~such~~ information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~our~~the Company’s management, including ~~our~~its principal executive ~~officer~~ and principal financial ~~officer or persons performing similar functions,~~officers, as appropriate to allow timely decisions regarding required disclosure.

~~Under~~Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the ~~supervision~~cost benefit relationship of possible controls and ~~with~~procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the ~~participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our~~Company’s disclosure controls and procedures were effective as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this ~~report, due solely to the material weakness we have identified~~Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting ~~described below, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under~~that occurred during the ~~Exchange Act) were not effective.~~

~~A material weakness is a deficiency,~~three months ended June 30, 2022, that have materially affected, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. We became aware of the needare reasonably likely to change the classification of our warrants when the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021. As a result, our principal executive officer and principal financial concluded that there was a material weakness in internal control over financial reporting as of March 31, 2021. In light of the material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements in this Quarterly Report on Form 10-Q were prepared in accordance with U.S. generally accepted accounting principles.

~~Changes in Internal Control over Financial Reporting~~

~~Remediation Plan~~

As a newly created organization, we are currently in the process of implementing our financial reporting processes and will incorporate enhanced communication and documentation procedures between our operations team and the individuals responsible for preparation of financial statements. These controls are expected to include the implementation of additional supervision and review activities by qualified personnel, and the development and use of checklists and research tools to assist in compliance with GAAP. We intend to complete the enhancement of our financial reporting processes during fiscal year 2021. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments. Additionally, we must expend resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improvematerially affect, our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weakness we have identified or avoid potential future material weaknesses.reporting.

PART ~~II -~~ II—OTHER INFORMATION

Item 1. Legal ~~Proceedings~~Proceedings.

We are not currently a party to any material litigation, nor are we aware of any pending or threatened litigation against us that we believe would materially affect our business, operating results, financial condition, or cash flows. Participants in our industry face frequent claims and litigation, including securities litigation, claims regarding patent and other intellectual property rights, and other liability claims. As a result, we may be involved in various legal proceedings from time to time in the future.

~~None~~

Item 1A. Risk ~~Factors~~Factors.

~~Factors that could cause our actual results to differ materially from those in this Quarterly Report include the~~The risk factors described in the section captioned “Part I, Item 1A, Risk Factors” in our ~~final prospectus filed~~Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, are incorporated herein, and supplemented with the ~~SEC~~following revised or additional risk factors

We are a clinical-stage biopharmaceutical company and have incurred significant losses since our inception. We realized net loss in the fiscal year ended December 31, 2021, we may incur losses for the foreseeable future and may not be able to generate sufficient revenue to maintain profitability.

We are a clinical-stage biopharmaceutical company. We expect to experience variability in revenue and expenses which makes it difficult to evaluate our business and prospects. As such, we have incurred and anticipate that we will continue to incur significant operating losses in the foreseeable future. Our historical losses resulted principally from costs incurred in research and development, preclinical testing, clinical development of product candidates as well as costs incurred for research programs and from general and administrative costs associated with these operations. In the future, we intend to continue to conduct research and development, preclinical testing, clinical trials, and regulatory compliance activities that, together with anticipated general and administrative expenses, will result in incurring further significant losses for the next several years. We expect that our operating expenses will continue to increase significantly, including as we:

•

continue the research and development of our clinical- and preclinical-stage product candidates and discovery stage programs, including the clinical trials of SAB-176;

•

advance our preclinical-stage product candidates into clinical development;

•

invest in our technology and platform;

•

seek to identify, acquire and develop additional product candidates, including through business development efforts to invest in or in-license other technologies or product candidates;

•

seek regulatory approvals for any product candidates that successfully complete clinical trials;

•

market and sell our solutions to existing and new partners;

•

hire additional clinical, quality control, medical, scientific and other technical personnel to support our operations;

•

maintain, expand, enforce, protect, and defend our intellectual property portfolio;

•

create additional infrastructure to support operations;

•

add operational, financial, and management information systems and personnel to support operations as a public company; and

•

undertake any pre-commercialization activities to establish sales, marketing and distribution capabilities for any product candidates for which we may receive regulatory approval in regions where we choose to commercialize our products on ~~January 14, 2021. As~~our own or jointly with third parties; and

•

experience any delays or encounter issues with any of the ~~date~~above.

Biopharmaceutical product development entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to demonstrate adequate efficacy or an acceptable safety profile, gain regulatory approval, secure market access and reimbursement and become commercially viable, and therefore any investment in us is highly speculative. Accordingly, before making an investment in us, you should consider our prospects, factoring in the costs, uncertainties, delays, and difficulties frequently encountered by companies in clinical development, especially clinical-stage biopharmaceutical companies such as ours. Any predictions you make about our future success or viability may not be as accurate as they would otherwise be if we had a longer operating history or a history of ~~this Quarterly Report,~~successfully developing and commercializing pharmaceutical products. We may encounter unforeseen expenses, difficulties, complications, delays and other ~~than~~known or unknown factors in achieving our business objectives.

Our expenses could increase beyond expectations for a variety of reasons, including as ~~described~~a result of our growth strategy and the increase in the scope and complexity of our operations. In executing our strategy and plans to invest in enhancing and scaling our business, we will need to generate significant additional revenue to achieve and maintain future profitability. We may not be able to generate

sufficient revenue to achieve profitability and our recent and historical growth should not be considered indicative of future performance.

We have historically relied on awards from, and contracts with, the U.S. Government to fund our business and operations, and will need to find new and alternative sources of funding following the discontinuance of certain such arrangements.

We have historically relied on awards from, and contracts with, the U.S. Government to fund our business and operations, but we have recently mutually agreed with the U.S. federal Government (USG) to discontinue Project Agreement No. 01; MCDC1902-007, an award agreement which represented a substantial majority of our revenues. We therefore need to secure new and alternative sources of funding for our projects. There is no guarantee that we will find such other sources of funding on favorable terms or at all, which could have a direct adverse effect on our financial condition and ability to operate.

Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.

The global credit and financial markets have experienced extreme volatility and disruptions in the past, most recently as a result of the COVID-19 pandemic. These disruptions can result in severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our operations, growth strategy, financial performance and stock price and could require it to delay or abandon clinical development plans. In addition, there is a risk that one or more of our current service providers may not survive an economic downturn, which could directly affect our ability to attain our operating goals on schedule and on budget.

Changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures and requires taxpayers to amortize them over five years pursuant to IRC Section 174. Although Congress is considering legislation that would defer the amortization requirement to later years, we have no assurance that the provision will be repealed or otherwise modified. If the requirement is not modified or deferred, it may materially reduce our cash flows beginning in 2022. Please refer to Note 14, Income Taxes, for additional information

The market price of our securities may be volatile, which could cause the value of any investment in our securities to decline.

The price of our securities may fluctuate significantly due to general market and economic conditions. An active trading market for our securities may not develop or, if developed, it may not be sustained. In addition, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Even if an active market for our securities develops and continues, the trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below ~~there~~could have ~~been no~~a material ~~changes~~adverse effect on an investment in our securities and our securities may trade at prices significantly below the price paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. Factors affecting the trading price of our securities may include, but are not solely limited to, the risk factors ~~disclosed~~identified herein.

The stock market in ~~our final prospectus filed with~~general, and Nasdaq and biopharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the ~~SEC.~~

~~Our warrants are now accounted for as derivative liabilities~~operating performance of these companies. Broad market and ~~are recorded at fair value with changes in fair value each period reported in earnings, which~~industry factors may ~~have an adverse effect on~~negatively affect the market price of our common stock, regardless of our actual operating performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, operating results, or ~~may make it more difficult for us to consummate an initial business combination.~~

~~We issued 5,750,000 warrants as part of the units offered~~financial condition. In addition, our Business Combination resulted in our ~~initial public offering, and, concurrently therewith, we issued 208,600 private placement warrants that are part of 417,200 private placement units that we privately placed simultaneously~~merging with ~~our IPO. We have accounted for both the warrants underlying the units offered in our initial public offering and the warrants that are part of our private placement units as~~ a warrant liability. At each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public and private warrants will be remeasured and the changespecial purpose acquisition company, which can cause additional volatility in the ~~fair value of the liability will be recorded as other income (expense) in our income statement.~~

Changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of our common stock represents the primary underlying variable that impacts the value of the derivative instruments. Additional factors that impact the value of the derivative instruments include the volatility of our stock price, discount rates and ~~stated interest rates. As a result, our condensed financial statements and results of operations will fluctuate quarterly, based~~warrants. There has also been increased focus by government agencies on ~~various factors,~~transactions such as our Business Combination in the share price of our common stock, many of which are outside of our control. In addition, we may change the underlying assumptions used in our valuation model, which could in result in significant fluctuations in our results of operations. If our stock price is volatile,last year, and we expect that increased focus to continue, and we ~~will recognize non-cash gains or losses on~~may be subject to increased scrutiny by the SEC, other government agencies and holders of our ~~warrants or any other similar derivative instruments each reporting period~~securities, as a result. These market and ~~that the amount of such gains or losses could be material. The impact of changes in fair value on earnings~~industry factors may ~~have an adverse effect on~~materially reduce the market price of our common ~~stock. In addition, potential targets may seek a SPAC that does not have~~stock and warrants ~~that are accounted for as a liability, or have any warrants at all, which may make it more difficult for us to consummate an initial business combination with a target business.~~

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

After consultation with our independent registered public accounting firm following the issuance of the SEC Staff Statement on April 12, 2021, our management and our audit committee concluded that, in light of the SEC Staff Statement, it was appropriate to restate our previously issued and audited balance sheet as of January 14, 2021.

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectivenessregardless of our internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.operating performance.

As described elsewhere in this Quarterly Report, we have identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in January 2021. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective. This material weakness resulted in a misstatement of our derivative warrant liabilities and related financial disclosures as of January 14, 2021. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with our IPO, see “Note 2—Restatement of Previously Issued Financial Statements” to the accompanying financial statements, as well as Part I, Item 4: Controls and Procedures included in this Report.

As described in Item 4. “Controls and Procedures,” we have concluded that our internal controls over financial reporting was ineffective as of the period ending March 31, 2021 because a material weakness existed in our internal control over financial reporting. If we are unable to remediate our material weakness in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely or reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In such a case, there could result a material adverse effect on our business. The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock. In addition, we may incur additional costs to remediate the material weakness in our internal control over financial reporting, as described in Item 4. “Controls and Procedures.”

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls or otherwise.

~~For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus dated January 14, 2021.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

On January 3, 2021, we effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting in an aggregate of 2,875,000 founder shares outstanding (including up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part). On January 4, 2021, our Sponsor forfeited 28,750 founder shares to us and Ladenburg and certain of its employees purchased from us an aggregate of 28,750 representative shares at an average purchase price of approximately $0.008 per share, for an aggregate purchase price of $230.00.

As described elsewhere in this Quarterly Report, simultaneously with the consummation of our IPO, we consummated the Private Placement of 417,200 Private Units at a price of $10.00 per Private Unit with each Private Unit consisting of one share of common stock and one-half Private Warrant, generating total proceeds of $4,172,000.

The Private Units and Private Warrants are identical to the Public Units and Public Warrants sold in the IPO, except that the Private Warrants underlying the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

Following the closing of the IPO and the sale of additional Private Units, an aggregate amount of $116,150,000 has been placed in the Trust Account. Transaction costs amounted to $6,038,360 consisting of $1,529,500 of underwriting fee, $4,220,500 of deferred underwriting fee, and $288,360 of other offering costs. In addition, $1,216,731 of cash was held outside of the Trust Account, which is available for the payment of offering costs and for working capital purposes.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.~~

Item 3. Defaults Upon Senior Securities.

None.

~~None.~~

Item 4. Mine Safety Disclosures.

Not ~~applicable.~~Applicable.

Item 5. Other ~~Information~~Information.

On August 3, 2022, the Company received notice from the DoD to terminate the JPEO Rapid Response contract, dated as of August 7, 2019 by and between the Company and the DoD most recently amended as of September 14, 2021, relating to a prototype research and development of a Rapid Response Antibody Program and advanced clinical development through licensure and commercial manufacturing for SAB-185. No termination penalties have been or will be incurred by the Company in connection therewith. The Company anticipates entry into a termination settlement or similar arrangement with the DoD whereby, among other things, the Company will be compensated for costs incurred in winding down activity surrounding the JPEO Rapid Response contract.

~~None.~~

Item 6. ~~Exhibits~~

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~

Exhibits.

~~No.~~		~~Description of Exhibit~~
31* Exhibit Number	Description	Schedule/ Form	File No.	Exhibit	Filing Date
31.1*	Certification of Principal Executive ~~and Principal Financial~~ Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules 13a-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
32* 31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive ~~and~~Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
101.INS* 101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH* 101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL* 101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* 101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* 101.LAB		Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE* 101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

~~SIGNATURES~~¥ Denotes management contract or any compensatory plan, contract or arrangement.

~~In accordance with~~44

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the ~~registrant~~Registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned, thereunto duly ~~authorized.~~authorized.

	~~BIG CYPRESS ACQUISITION CORP.~~
		SAB BIOTHERAPEUTICS, INC.
~~Date: May 21, 2021~~	~~By:~~	~~/s/ Samuel J. Reich~~
Date: August 9, 2022	~~Name:~~	~~Samuel~~ By:	/s/ Eddie J. ~~Reich~~Sullivan
	~~Title:~~		Eddie J. Sullivan
			Chief Executive ~~and~~ Officer

		By:	/s/ Russell Beyer
			Russell Beyer
			Chief Financial Officer
		~~(Principal Executive Officer and Principal Financial and Accounting Officer)~~

~~Delaware~~		~~84-3899721~~
Delaware	85-3899721
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2100 East 54th Street North Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip Code)


Title of each class	~~Trading~~ ~~Symbol(s)~~	Trading Symbol(s)		Name of each exchange on which registered
~~Units,~~ Common stock, 0.0001 par value per share	SABS		The Nasdaq Stock Market LLC
Warrants, each ~~consisting of~~exercisable for one share of ~~common stock, par value $0.0001 per share, and one-half of one redeemable warrant~~	~~BCYPU~~		~~The Nasdaq~~Common Stock ~~Market LLC~~
~~Common stock, par value $0.0001 per share~~	~~BCYP~~		~~The Nasdaq Stock Market LLC~~
~~Redeemable warrants, exercisable for shares of common stock~~ at an exercise price of $11.50 per share	~~BCYPW~~ SABSW		The Nasdaq Stock Market LLC

		~~Page~~
~~Part I. Financial Information~~		3 Page
~~Item 1. Financial Statements~~		3
PART I.	~~Condensed~~FINANCIAL INFORMATION	2

Item 1.	Consolidated Financial Statements (Unaudited)	2
	Consolidated Balance Sheets		3 2
	~~Condensed Statement~~Consolidated Statements of Operations ~~(Unaudited)~~		4 3
	~~Condensed Statement~~Consolidated Statements of Changes inIn Stockholders’ Equity ~~(Unaudited)~~		5 4
	~~Condensed Statement~~Consolidated Statements of Cash Flows ~~(Unaudited)~~		6
	Notes to Unaudited ~~Condensed~~Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17 25
Item 3.	Quantitative and Qualitative Disclosures ~~Regarding~~About Market Risk		19 40
Item 4.	Controls and Procedures		19 40
~~Part II. Other Information~~		20
~~Item 1. Legal Proceedings~~ PART II.	OTHER INFORMATION	20 41
~~Item 1A. Risk Factors~~		20
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		20 43
Item 3.	Defaults Upon Senior Securities		21 43
Item 4.	Mine Safety Disclosures		21 43
Item 5.	Other Information		21 43
Item 6. ~~Exhibits~~	Exhibits	21 44
~~Part III.~~ Signatures			22 45

	March 31, 2021		December 31, 2020
	(unaudited)
Assets:
Cash	$	858,055	$	84,836
Prepaid Expenses		262,583		2,258
Total current assets		1,120,638		87,094

Deferred offering costs		—		235,111
Marketable securities held in Trust Account		116,152,419		—
Total Assets	$	117,273,057	$	322,205

Liabilities and Stockholders’ Equity
Accrued offering costs and expenses	$	80,000	$	156,201
Promissory note – related party		—		150,000
Total current liabilities		80,000		306,201
Deferred underwriting fee		4,220,500		—
Warrant liability		3,582,896		—
Total liabilities		7,883,396		306,201

Commitments and Contingencies

Common Stock subject to possible redemption, 10,335,609 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively		104,389,656		—

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding				—
Common stock, $0.0001 par value; 50,000,000 shares authorized;4,456,591 and 2,875,000 shares issued and outstanding (excluding 10,335,609 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively ⁽¹⁾		445		288
Additional paid-in capital		2,035,336		24,712
Retained earnings (Accumulated deficit)		2,964,224		(8,996	)
Total stockholders’ equity		5,000,005		16,004
Total Liabilities and Stockholders’ Equity	$	117,273,057	$	322,205


	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	16,616,493		$	33,206,712
Restricted cash		—			6,338,306
Accounts receivable, net		9,612,672			8,010,708
Prepaid expenses		1,521,376			864,513
Total current assets		27,750,541			48,420,239
Long-term prepaid insurance		535,082			—
Operating lease right-of-use assets		2,085,923			2,615,204
Financing lease right-of-use assets		3,946,306			4,019,322
Property, plant and equipment, net		24,837,073			24,314,455
Total assets	$	59,154,925		$	79,369,220
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	4,943,581		$	4,458,525
Forward share purchase liability		—			6,338,306
Notes payable		25,013			25,013
Operating lease liabilities, current portion		1,169,139			1,142,413
Finance lease liabilities, current portion		140,767			161,050
Due to related party		—			2,367
Deferred grant income		—			100,000
Accrued expenses and other current liabilities		9,858,719			12,455,888
Total current liabilities		16,137,219			24,683,562
Operating lease liabilities, noncurrent		1,061,122			1,653,185
Finance lease liabilities, noncurrent		3,694,834			3,762,430
Warrant liabilities		1,140,478			10,720,130
Total liabilities		22,033,653			40,819,307
Commitments and contingencies (Note 17)
Stockholders’ equity
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		—			—
Common stock; $0.0001 par value; 490,000,000 shares authorized at June 30, 2022 and December 31, 2021; 43,577,543 and 43,487,279 shares issued, respectively, and 43,030,885 and 43,487,279 outstanding at June 30, 2022 and December 31, 2021, respectively		4,358			4,349
Treasury stock, at cost; 546,658 and 0 shares held at June 30, 2022 and December 31, 2021, respectively		(5,521,246	)		—
Additional paid-in capital		75,557,244			67,674,515
Accumulated deficit		(32,919,084	)		(29,128,951	)
Total stockholders’ equity		37,121,272			38,549,913
Total liabilities and stockholders’ equity	$	59,154,925		$	79,369,220


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	~~[ ]~~	☐	Accelerated filer	~~[ ]~~	☐
Non-accelerated filer	~~[X]~~	☒	Smaller reporting company	~~[X]~~	☒
			Emerging growth company	~~[X]~~	☒

Operating costs	$	111,612
Loss from Operations		(111,612	)

Other income:
Interest earned on marketable securities held in Trust Account		2,419
Offering costs allocated to warrants		(359,874	)
Change in fair value of warrant liability		3,442,287
Total other income		3,084,832

Net income	$	2,973,220
Basic and diluted weighted average shares outstanding ⁽¹⁾		3,532,050
Basic and diluted net income per common share	$	0.84



	Common stock						Treasury Stock
	Shares		Amount		Additional Paid-In Capital		Shares			Amount			Accumulated Deficit			Total Stockholders’ Equity
Balance at December 31, 2021		43,487,279	$	4,349	$	67,674,515		—		$	—		$	(29,128,951	)	$	38,549,913
Issuance of common stock for exercise of stock options		14,500		1		7,829		—			—			—			7,830
Forward Share Purchase Agreement, final settlement		—		—		817,060		—			—			—			817,060
Repurchase of common stock pursuant to the Forward Share Purchase Agreement		—		—		5,521,246		(546,658	)		(5,521,246	)		—			—
Stock-based compensation		—		—		897,600		—			—			—			897,600
Net income		—		—		—		—			—			985,863			985,863
Balance at March 31, 2022		43,501,779	$	4,350	$	74,918,250		(546,658	)	$	(5,521,246	)	$	(28,143,088	)	$	41,258,266
Issuance of common stock for exercise of stock options		75,764		8		69,133		—			—			—			69,141
Stock-based compensation		—		—		569,861		—			—			—			569,861
Net loss		—		—		—		—			—			(4,775,996	)		(4,775,996	)
Balance at June 30, 2022		43,577,543	$	4,358	$	75,557,244		(546,658	)	$	(5,521,246	)	$	(32,919,084	)	$	37,121,272

							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
Balance as of January 1, 2021		2,875,000		$	288		$	24,712		$	(8,996	)	$	16,004
Sale of 11,500,000 Units, net of underwriting discount and offering expenses		11,500,000			1,150			109,250,365			—			109,251,515
Sale of 417,200 Private Units		417,200			42			4,171,958			—			4,172,000
Proceeds received from sale of shares to representative		—			—			2,105			—			2,105
Initial classification of warrant liability								(7,025,183	)					(7,025,183	)
Common stock subject to possible redemption		(10,335,609	)		(1,035	)		(104,388,621	)		—			(104,389,656	)
Net income		—			—			—			2,973,220			2,973,220
Balance as of March 31, 2021		4,456,591		$	445		$	2,035,336		$	2,964,224		$	5,000,005

Cash flows from operating activities:
Net Income	$	2,973,220
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(2,419	)
Offering costs allocated to warrants		359,874
Change in fair value of warrant liability		(3,442,287	)
Changes in operating assets and liabilities:
Prepaid assets		(260,325	)
Accrued expenses		8,778
Net cash used in operating activities		(363,159	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(116,150,000	)
Net cash used in investing activities		(116,150,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts		113,470,500
Proceeds from sale of Private Units		4,172,000
Proceeds from sale of representative shares		2,105
Repayment of promissory note – related party		(150,000	)
Payment of deferred offering costs		(208,227	)
Net cash provided by financing activities		117,286,378
Net change in cash		773,219
Cash, beginning of period		84,836
Cash, end of the period	$	858,055

Supplemental disclosure of non-cash financing activities:
Initial value of common stock subject to possible redemption		101,131,827
Initial classification of warrant liability		7,025,183
Deferred underwriters’ discount payable charged to additional paid-in capital		4,220,500
Change in initial value of common stock subject to possible redemption		3,257,829
Change in accrued offering costs		84,979

	As of January 14, 2021
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of January 14, 2021
Total assets	$	117,645,054		$	—		$	117,645,045
Liabilities and stockholders’ equity
Total current liabilities	$	267,540		$	—		$	267,540
Stock warrant liabilities		—			7,025,183			7,025,183
Total liabilities	$	4,488,040			7,025,183			11,513,223
Class A common stock, $0.0001 par value; shares subject to possible redemption		108,157,010			(7,025,183	)		101,131,827
Stockholders’ equity
Preferred stock- $0.0001 par value		—			—			—
Common stock - $0.0001 par value		398			81			479
Additional paid-in-capital		5,003,838			355,669			5,359,507
Accumulated deficit		(4,232	)		(355,750	)		(359,982	)
Total stockholders’ equity		5,000,004			—			5,000,004
Total liabilities and stockholders’ equity	$	117,645,054		$	—		$	117,645,054


	June 30, 2022		December 31, 2021
New office space at Headquarters	$	525,626	$	11,183
Laboratory space at Headquarters		—		2,506,482
Laboratory equipment at Headquarters		189,249		246,801
IT equipment at Headquarters		63,538		212,209
Software		137,811		137,811
Bioreactors		—		1,280,728
Other		—		213,564
Total construction-in-progress	$	916,224	$	4,608,778


	Operating			Finance
Weighted-average remaining lease term	1.94 years			16.37 years
Weighted-average discount rate		4.75	%		7.72	%


	Operating			Finance
2022 - remaining	$	619,587		$	213,790
2023		1,169,559			406,339
2024		535,944			401,496
2025		—			401,496
2026		—			401,496
Thereafter		—			4,784,494
Undiscounted future minimum lease payments		2,325,090			6,609,111
Less: Amount representing interest payments		(94,829	)		(2,773,510	)
Total lease liabilities		2,230,261			3,835,601
Less current portion		(1,169,139	)		(140,767	)
Noncurrent lease liabilities	$	1,061,122		$	3,694,834


	June 30, 2022		December 31, 2021
Accrued vacation	$	626,039	$	552,629
Accrued payroll		479,526		674,858
Accrued construction-in-progress		38,959		548,988
Accrued supplies		155,560		709,027
Accrued consulting		94,060		179,082
Accrued clinical trial expense		389,779		423,634
Accrued outside laboratory services		251,963		128,752
Accrued bonus & severance		1,591,291		1,804,288
Accrued contract manufacturing		12,285		1,000,824
Accrued legal		720,154		833,646
Accrued financing fees payable		5,123,500		5,100,000
Accrued franchise tax payable		32,501		216,251
Other accrued expenses		343,102		283,909
	$	9,858,719	$	12,455,888

	Three Months Ended March 31, 2021
Net income	$	2,973,220
Less: Income attributable to common stock subject to possible redemption		-
Adjusted net income	$	2,973,220

Weighted average shares outstanding, basic and diluted		3,532,050

Basic and diluted net loss per common share	$	0.84


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding options, December 31, 2021		5,107,672		$	2.44		5.78	$	28,948,535
Granted		528,711		$	2.84
Forfeited		(256,475	)	$	4.81
Exercised		(90,264	)	$	0.85
Outstanding options, June 30, 2022		5,289,644		$	2.64		4.88	$	2,146,863
Options vested and exercisable, June 30, 2022		3,950,063		$	1.34		3.69	$	2,146,863


	Number of shares		Weighted Average Grant Date Fair Value
Unvested as of December 31, 2021		—	$	—
Granted		300,000	$	1.89
Vested		—	$	—
Forfeited		—	$	—
Unvested as of June 30, 2022		300,000	$	1.89

	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	116,152,419	$	116,152,419	$	-	$	-
Liabilities:
Public Warrants Liability	$	3,450,000	$	-	$	-	$	3,450,000
Private Placement Warrants Liability		132,896		-		-		132,896
	$	3,582,896	$	-	$	-	$	3,582,896

	Private Placement Warrants			Public Warrants			Warrant Liabilities
Fair Value as of December 31, 2020	$	-		$	-		$	-
Initial measurement on January 14, 2021		249,963			6,775,220			7,025,183
Change in valuation		(117,067	)		(3,325,220	)		(3,442,287	)
	$	132,896		$	3,450,000		$	3,582,896

	(Initial Measurement)
Inputs	January 14, 2021			March 31, 2021
Risk-free interest rate		0.60	%		1.03	%
Expected term remaining (years)		5.67			5.46
Expected volatility		24.2	%		14.3	%
Stock price	$	9.41		$	9.82