Alpha Tau Medical Ltd. signed a letter of intent to acquire Healthcare Capital Corp. (NasdaqCM:HCCC) from Healthcare Capital Sponsor LLC, Atalaya Capital Management LP, Linden Advisors LP, BlueCrest Capital Management Limited and others in a reverse merger transaction on March 8, 2021. Alpha Tau Medical Ltd. entered into an agreement to acquire Healthcare Capital Corp. from Healthcare Capital Sponsor LLC, Atalaya Capital Management LP, Linden Advisors LP, BlueCrest Capital Management Limited and others for approximately $580 million in a reverse merger transaction on July 7, 2021. All Alpha Tau shareholders will retain 100% of their equity holdings in the public company. Alpha Tau is expected to be listed on Nasdaq. Alpha Tau will continue to be led by its current management team, and upon closing, it is expected that Healthcare Capital Chairman, David M. Milch will be appointed to the Alpha Tau Board of Directors. Alpha Tau intends to apply for listing of the Alpha Tau ordinary shares and Alpha Tau warrants on Nasdaq under the proposed symbols “DRTS” and “DRTSW”, respectively, to be effective at the consummation of the Business Combination.
The transaction is subject to obtaining necessary regulatory approvals, the fulfillment of customary closing conditions, as well as the approval of both Alpha Tau's and Healthcare Capital's shareholders. The consummation of the Merger is conditioned upon, among other things: Healthcare having at least $5,000,001 of net tangible assets immediately after the Effective Time; Alpha Tau's application to list the Alpha Tau Ordinary Shares and Alpha Tau Warrants shall have been approved by Nasdaq, subject to official notice thereof; the Registration Statement shall have become effective, and no stop order shall with respect thereto shall be in effect and each officer and director of Healthcare having resigned as of the closing date. The transaction was unanimously approved by each of Alpha Tau's and Healthcare Capital 's Boards of Directors. HCCC board recommends its shareholders to vote FOR the transaction. On January 19, 2022, Healthcare Capital Corp. announced that on January 12, 2022, the U.S. Securities and Exchange Commission declared effective the Registration Statement on Form F-4. The Special Meeting of HCCC stockholders to approve the business combination has been adjourned until February 18, 2022. On February 18, 2022, Healthcare Capital Corp. convened and then adjourned the Special Meeting to 4:00p.m. Eastern Time on February 18, 2022. On February 18, 2022, HCCC's stockholders voted to approve the previously announced proposed business combination. Approximately 94.57% of the votes cast at the meeting, representing approximately 65.64% of HCCC's outstanding shares as of the record date, voted to approve the Business Combination. In addition, HCCC's stockholders approved all other proposals put before stockholders at the special meeting. The proposed business combination is expected to be completed by the end of 2021. Net proceeds are to be used for further expansion of Alpha Tau's clinical strategy including the pursuit of FDA marketing authorization, a broad array of R&D activities, expanding manufacturing capacity and preparing for commercialization, and are expected to provide cash runway at least into 2024.
Citigroup is acting as financial advisor to Alpha Tau. Citigroup, Piper Sandler, and Cantor Fitzgerald are acting as joint placement agents on the PIPE. Cantor Fitzgerald is acting as a capital markets advisor to HCC. Eyal Orgad and Michael Vardanian of Latham & Watkins LLP and Joshua Kiernan of Latham & Watkins (London) LLP and Shachar Hadar and Yoav Nahir of Meitar Liquornik Geva Leshem Tal & Co are acting as legal advisors to Alpha Tau. Stuart Neuhauser of Ellenoff Grossman & Schole LLP and Eran Yaniv of Fischer Behar Chen Well Orion & Co are acting as legal advisors to HCCC. Winston & Strawn LLP is acting as legal advisor to the placement agents. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Healthcare Capital Corp. Fischer Behar Chen Well Orion & Co provided legal due diligence provider and Pricewaterhousecoopers Advisory Services Limited acted as financial due diligence provider. Morrow Sodali acted as information agent to Healthcare Capital Corp. HCCC will pay to Morrow Sodali a fee of $40,500, plus disbursements. Ladenburg Thalmann & Co. Inc. acted as financial advisor to Alpha Tau. Value Base M&A Ltd. acted as financial advisor to HCCC.