Highcape Capital $7.6M Securities Class Action Settlement

Investors who held HighCape Capital Acquisition Corp. Class A common stock between May 10, 2021, and June 10, 2021, may be eligible to claim a cash payment from a class action settlement.

HighCape Capital LP, HighCape Capital Acquisition LLC and several individual and corporate defendants agreed to pay $7.6 million to settle a class action lawsuit alleging they made materially false and misleading statements and breached their fiduciary duties in connection with the business combination between HighCape and Quantum-Si Inc., now known as Q-SI Operations Inc. The lawsuit also claimed these actions harmed stockholders by discouraging them from redeeming their shares.

Who can file a claim?

The settlement includes all record and beneficial holders of HighCape Class A common stock who held shares at any time between May 10, 2021, and June 10, 2021, inclusive. This includes successors-in-interest who obtained shares by operation of law.

Additional details

• Both individuals and entities can be class members.
• Authorized representatives may submit claims on behalf of beneficial owners subject to the requirements of the claim form.
• Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and must provide proof of authority.
• The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.
• Each separate legal entity or separately managed account must submit a separate claim.

How much can class members get?

The total settlement fund is $7,600,000. The amount each class member receives depends on several factors:

• The number of valid claims submitted
• The number of shares held as of June 7, 2021, that they did not redeem
• What happened to those shares after June 7, 2021
• The total recognized claims of all claimants

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• Actual payments may be higher or lower depending on individual claims and the total number of valid claims.
• The settlement administrator will calculate each class member's payment based on the recognized claim amount assigned to each share.
• Recognized claim amounts depend on what happened to the shares after June 7, 2021. The settlement administrator will calculate them using the court-approved plan of allocation, which applies different formulas depending on when class members held or sold shares.
• For shares held as of June 7, 2021, that the class member did not redeem and sold prior to the merger on June 10, 2021, or converted to New QSI common stock and sold before the close of market on May 16, 2024, at a price below $10, the recognized claim is the redemption price of $10 minus the sale price plus the $0.10 base amount.
• For shares held as of June 7, 2021, that the class member did not redeem and sold prior to the merger on June 10, 2021, or converted to New QSI common stock and sold before the close of market on May 16, 2024, at a price of $10 or greater, the recognized claim is the $0.10 base amount.
• For shares held as of June 7, 2021, that the class member did not redeem and converted to New QSI common stock and held as of the close of the market on May 16, 2024, the recognized claim is $8.14 (calculated as the redemption price of $10 minus $1.86, the closing stock price of New QSI on May 16, 2024) plus the $0.10 base amount for a total of $8.24 per share.
• For shares redeemed in connection with the merger, the recognized claim is $0.
• The settlement administrator will set any recognized claim that calculates to a negative number to $0.

• If total recognized claims exceed the net settlement fund, the settlement administrator will reduce payments on a pro rata basis.
• Class members whose payment would be less than $10 will not receive a payout but will still be bound by the settlement.

How to claim a settlement payment

Class members can file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is May 7, 2026.

Settlement administrator's mailing address: HighCape Stockholder Settlement, c/o JND Legal Administration, P.O. Box 91220, Seattle, WA 98111

Proof or documentation required to submit a claim

All class members must provide the last four digits of their Social Security number or full taxpayer identification number. They must also provide holdings and transaction information, including:

• Number of shares held as of June 7, 2021
• Trade dates for purchases and sales after June 7, 2021, through May 16, 2024
• Number of shares purchased, acquired or sold
• Total purchase, sale or acquisition price
• Number of shares held as of May 16, 2024 (if applicable)

Class members must also provide documentation to support their holdings and transactions in HighCape Class A common stock or New QSI common stock. Acceptable proof includes:

• Broker confirmation slips
• Broker account statements
• Authorized statements from a broker, financial advisor or financial institution containing the transactional information found in a confirmation slip

Payout options

• Physical check
• Electronic payment

$7.6 million settlement fund

The $7,600,000 settlement fund includes:

• Settlement administration costs: Amount not specified
• Attorneys' fees: Up to $1,520,000
• Service award to plaintiff: Up to $2,500
• Payments to eligible class members: Remainder of the fund

Important dates

• Final approval hearing: March 27, 2026
• Deadline to file a claim: May 7, 2026

When is the HighCape securities class action settlement payout date?

The settlement administrator will issue payments after it processes all claims and the court resolves any appeals and grants final approval of the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged HighCape Capital LP and related defendants made false and misleading statements and breached their fiduciary duties in connection with their business combination with Quantum-Si Inc. The plaintiffs claimed these actions harmed stockholders by discouraging them from redeeming their shares.

Defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Settlement website FAQ page
3. Claim form