Quantum-Si incorporated entered into a non-binding letter of intent to acquire HighCape Capital Acquisition Corp. (NasdaqCM:CAPA) from HighCape Partners Management, L.P. and others for approximately $920 million in a reverse merger transaction on January 12, 2021. Quantum-Si incorporated entered into a definitive business combination agreement to acquire HighCape Capital Acquisition Corp. (NasdaqCM:CAPA) from HighCape Partners Management, L.P. and others in a reverse merger transaction on February 18, 2021. Upon completion, current QSi equity holders will hold 60.8%, HighCape stockholders will hold 7.9%, HighCape Capital LP and Foresite Capital Management, LLC will hold 2.2%and PIPE investors will hold 29.1% of the combined company. In a related transaction, the acquisition is supported by $425 million PIPE at $10 per share, led by Foresite Capital Management, LLC, Eldridge, accounts advised by ARK Invest, Glenview Capital Management, LLC, and Redmile Group, LLC. Upon completion of the transaction, the combined company's Class A common stock is expected to be traded on The Nasdaq Stock Market under the symbol "QSI".

Upon completion, Jonathan Rothberg will serve as Executive Chairman of the combined company. Kevin Rakin and Jim Tananbaum will join the board of directors of combined company. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Quantum-Si Stockholder Written Consent shall have been obtained; (e) the Required HighCape Stockholder approval shall have been obtained in a meeting scheduled on June 9, 2021 and (f) after giving effect to the transactions contemplated hereby (including the PIPE Financing), HighCape shall have at least CAD 5,000,001 of net tangible assets immediately after the Effective Time and the Registration Rights Agreement duly executed by HighCape, the approval by Nasdaq of our initial listing application in connection with the Business Combination and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of Quantum-Si and HighCape. The HighCape Board unanimously recommends that such HighCape stockholders vote “FOR” the approval of the business combination proposal. On May 14, 2021, the registration statement was declared effective. On June 9, 2021, HighCape Capital's shareholders approved the transaction.The transaction is expected to be completed in the second quarter of 2021, however, it is possible that factors outside the control of both HighCape and Quantum-Si could result in the Business Combination being completed at a later time, or not being completed at all. Michael L. Fantozzi, Ran Zioni and John Condon of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to Quantum-Si. Joel L. Rubinstein and Matthew Kautz of White & Case LLP acted as legal advisors and J.P. Morgan Securities LLC and Cantor Fitzgerald & Co. acted as financial advisors to HighCape Capital. Morrow Sodali LLC acted as proxy solicitor to HighCape Capital Acquisition Corp. and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Quantum-Si Incorporated and HighCape.

Quantum-Si incorporated completed the acquired the acquisition of HighCape Capital Acquisition Corp. (NasdaqCM:CAPA) from HighCape Partners Management, L.P. and others in a reverse merger transaction on June 10, 2021. The final exchange ratio for which the former Quantum-Si stockholders exchanged their shares of Quantum-Si capital stock for common stock of the combined company was 0.7975 and each share of HighCape Class A common stock and HighCape Class B common stock became one share of the combined company's Class A common stock. As a result of the transaction, QSi received approximately $534 million prior to transaction fees, including approximately $109 million of cash held in HighCape's trust account and $425 million from private placement (PIPE) investors, including Foresite Capital Management, LLC, Eldridge, accounts advised by ARK Invest, and Glenview Capital Management, LLC. In addition, QSi's current management team and existing stockholders have rolled 100% of their equity into the combined company. The combined company has been renamed Quantum-Si Incorporated, and its Class A common stock and warrants will begin trading on the Nasdaq Global Market (Nasdaq) on June 11, 2021 under the symbols “QSI” and “QSIAW,” respectively. The combined company will be led by John Stark as Chief Executive Officer, alongside the team including Matt Dyer as Chief Business Officer, Mike McKenna as President and Chief Operating Officer, Claudia Napal Drayton as Chief Financial Officer and Christian LaPointe as General Counsel. The combined company's board of directors includes Jonathan Rothberg as Executive Chairman, Marijn Dekkers, Brigid Makes, Michael Mina, Chief Medical Advisor to the company, John Stark, Chief Executive Officer of Quantum-Si, Kevin Rakin, Chief Executive Officer of HighCape Capital, and Jim Tananbaum. Following the Closing, the HighCape Capital Acquisition Corp. Class A common stock and public warrants to purchase the HighCape Capital Acquisition Corp Class A common stock are listed on the Nasdaq Global Market under the symbols “QSI” and “QSIAW,” respectively.