UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 4, 2021
HEALTHCARE CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001--39893 | 85-2609863 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
301 North Market Street
Suite 1414
Wilmington, DE 19801
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (561) 810-0031
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | HCCCU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | HCCC | The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | HCCCW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
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. ☐
Item 8.01 Other Events.
Separate Trading of Units, Class A Common Stock and Warrants
On January 20, 2021, Healthcare Capital Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 27,500,000 (the “Units”), including 3,500,000 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $275,000,000.
On March 4, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Common Stock and Warrants comprising the Units commencing on March 8, 2021. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “HCCCU,” and the Class A Common Stock and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “HCCC” and “HCCCW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is filed with this Form 8-K: |
|
Exhibit |
Description of Exhibits | |
| 99.1 | Press Release dated March 4, 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEALTHCARE CAPITAL CORP. | ||
| By: | /s/ William Johns | |
| Name: William Johns | ||
| Title: Chief Executive Officer | ||
| Dated: March 4, 2021 | ||
Exhibit 99.1
Healthcare Capital Corp. Announces the Separate Trading of its Class A Common Stock and Warrants
Wilmington, DE March 4, 2021 – Healthcare Capital Corp. (the “Company”) announced today that, commencing March 8, 2021, holders of the 27,500,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A common stock and warrants included in the units. Class A common stock and warrants that are separated will trade on the Nasdaq Stock Market LLC under the symbols “HCCC” and “HCCCW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “HCCCU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the units into Class A common stock and warrants.
Healthcare Capital Corp. is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any industry, it currently intends to concentrate its search for a target business operating in the healthcare industry, with a focus on digital and telehealth, life sciences, innovative medical devices and healthcare technology.
The units were initially offered by the Company in an underwritten offering. Cantor Fitzgerald & Co. acted as sole book running manager of the offering. A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on January 14, 2021.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
William Johns
Chief Executive Officer
bill@wjohns.com