As filed with the Securities and Exchange Commission on February 24, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ISLEWORTH HEALTHCARE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 86-1216057 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
970 Lake Carillon Drive, Feather Sound, Suite 300
St. Petersburg, Florida 33716
(727) 245-0146
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert Whitehead
Chief Executive Officer
Isleworth Healthcare Acquisition Corp.
970 Lake Carillon Drive, Feather Sound, Suite 300
St. Petersburg, Florida 33716
(727) 245-0146
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Ralph V. De Martino Cavas Pavri Schiff Hardin LLP 901 K Street NW, Suite 700 Washington, DC 20001 Tel: (202) 778-6400 |
Mitchell S. Nussbaum Giovanni Caruso Loeb & Loeb LLP 345 Park Ave New York, New York 10154 Tel: (212) 407-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-252308
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 7(a)(2)(B) of the Securities Act. ☐
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,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Each Class of Security Being Registered |
Amount Being Registered(2) |
Proposed Maximum Offering Price per Security(1) |
Proposed Maximum Aggregate |
Amount of Registration Fee | ||||
| Units, each consisting of one share of common stock, par value $0.0001 per share, and one-half of one redeemable warrant |
3,450,000 | $10.00 | $34,500,000 | $3,763.95 | ||||
| Shares of common stock included as part of the units(3) |
3,450,000 | — | — | — (4) | ||||
| Redeemable warrants included as part of the units(3) |
1,725,000 | — | — | — (4) | ||||
| Representative’s shares of common stock |
28,750 | $10.00 | $287,500 | 31.37 | ||||
| Representative’s warrant (3) |
51,750 | $12.00 | $621,000 | 67.75 | ||||
| Total |
$35,408,500 | $3,863.07 (5) | ||||||
|
| ||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252308). |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $181,585,000 on its Registration Statement on Form S-1, as amended (File No. 333-252308) which was declared effective by the Securities and Exchange Commission on February 24, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $35,408,500 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of 3,450,000 additional units of Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Registrant”), each consisting of one share of common stock and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. In addition, this Registration Statement is being filed with respect to the registration of up to 28,750 shares of common stock and a warrant to purchase up to 51,750 shares of common stock that may be issued to the representative of the underwriters (or its designees) in the offering subject to the Registration Statement. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252308) (the “Prior Registration Statement”), initially filed by the Registrant on January 21, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on February 24, 2021. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of February 25, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than February 25, 2021.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-252308) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
| 5.1 | Opinion of Schiff Hardin LLP | |
| 23.1 | Consent of Marcum LLP | |
| 23.2 | Consent of Schiff Hardin LLP (included on Exhibit 5.1). | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, Florida on the February 24, 2021.
| ISLEWORTH HEALTHCARE ACQUISITION CORP. | ||
| By: | /s/ Robert Whitehead | |
| Name: | Robert Whitehead | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Position |
Date | ||
| /s/ Robert Whitehead |
Chief Executive Officer (Principal Executive Officer) | February 24, 2021 | ||
| Robert Whitehead | ||||
| /s/ Dan Halvorson |
Chief Financial Officer (Principal Financial and Accounting Officer) | February 24, 2021 | ||
| Dan Halvorson | ||||
| /s/ Allen Weiss |
Chairman | February 24, 2021 | ||
| Allen Weiss | ||||
Exhibit 5.1
February 24, 2021
Isleworth Healthcare Acquisition Corp.
970 Lake Carillon Drive, Feather Sound, Suite 300
St. Petersburg, Florida 33716
Re: Form S-1 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 24, 2021 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement incorporates by reference the registration statement on Form S-1 (Registration No. 333-252308) initially filed with the Commission on January 21, 2021, as amended to date (the “Prior Registration Statement”), which was declared effective by the Commission on February 24, 2021. The Registration Statement relates to the registration, pursuant to Rule 462(b) under the Securities Act, of the offer and sale of: (A) up to 3,450,000 Units of the Company (the “Units”) (including up to 450,000 Units subject to the Underwriters’ (as defined below) over-allotment option), with each Unit consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and the Common Stock underlying the Units, the “Shares”), for an aggregate of up to 3,450,000 Shares (including up to 450,000 Shares included in the Units subject to the Underwriters’ over-allotment option) and (ii) one-half of one redeemable warrant (a “Warrant”), with each whole Warrant entitling the holder to purchase one share of Common Stock, for an aggregate of up to 1,725,000 Warrants (including up to 225,000 Warrants included in the Units subject to the Underwriters’ over-allotment option) to be issued under a Warrant Agreement, dated February 24, 2021 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, pursuant to the terms of an underwriting agreement, dated February 24, 2021 (the “Underwriting Agreement”), by and between the Company and executed by the Company and I-Bankers Securities, Inc., the representative of the underwriters (the “Underwriters”); (B) up to 28,750 shares of Common Stock issuable to the representative of the Underwriters pursuant to the terms of the Underwriting Agreement (the “Representative’s Shares”); and (C) warrants to purchase up to 51,750 shares of Common Stock issuable to the representative of the Underwriters pursuant to the terms of the Underwriting Agreement (the “Representative’s Warrants”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering the opinions set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prior Registration Statement, the Underwriting Agreement and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents had the power, corporate or other, to enter into and perform all obligations thereunder and all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. In rendering the opinions set forth below, we have further assumed that, before the issuance of the Units, the Shares and the Warrants, the conditions to consummating the transactions contemplated by the Underwriting Agreement will have been satisfied or duly waived and such transactions are consummated.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
1. When the Units are delivered to the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, each Unit will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
2. Each Share included in the Units has been duly authorized and, when the Units are delivered to the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, each Share included in the Units will be validly issued, fully paid and non-assessable.
3. When the Units are delivered to the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, each Warrant included in the Units will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
4. The Representative’s Shares have been duly authorized and, when delivered to representative of the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, the Representative’s Shares will be validly issued, fully paid and non-assessable.
5. The Representative’s Warrants when delivered to representative of the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
The opinions set forth above are subject to the following qualifications:
A. The opinion expressed herein with respect to the legality, validity, binding nature and enforceability of the Units, Warrants, and Representative’s Warrants is subject to (i) applicable laws relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally, whether now or hereafter in effect and (ii) general principles of equity, including, without limitation, concepts of materiality, laches, reasonableness, good faith and fair dealing and the principles regarding when injunctive or other equitable remedies will be available (regardless of whether considered in a proceeding at law or in equity).
B. The foregoing opinions are limited to the General Corporation Law of Delaware and the State of New York, and we express no opinion as to the laws of any other jurisdiction.
The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion letter.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, |
| /s/ Schiff Hardin LLP |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement of Isleworth Healthcare Acquisition Corp. (the “Company”) on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated January 21, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Isleworth Healthcare Acquisition Corp. as of December 31, 2020 and for the period from December 15, 2020 (inception) through December 31, 2020 appearing in the Registration Statement on Form S-1, as filed (File No. 333-252308), of Isleworth Healthcare Acquisition Corp.
/s/ Marcum LLP
Marcum LLP
New York, NY
February 24, 2021