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    HCCC   US42228C1018

HEAE CAPI

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HEALTHCARE CAPITAL CORP/DE : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

07/08/2021 | 09:05am EDT

Item 1.01 Entry into a Material Definitive Agreement.



Merger Agreement


On July 7, 2021, Healthcare Capital Corp., a Delaware corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel ( "Alpha Tau") and Archery Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Alpha Tau ("Merger Sub").



The Merger


Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger (the "Merger"). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement (the "Transactions"), the Company will become a wholly owned subsidiary of Alpha Tau, with the securityholders of the Company becoming securityholders of Alpha Tau.

The pre-money equity valuation of Alpha Tau is $600 million. The pro forma equity valuation of Alpha Tau upon the consummation of the Transactions (the "Effective Time") is expected to be approximately $1 billion (assuming no redemptions, and based only on outstanding shares and vested warrants/options on a net exercise basis). Upon consummation of the Transactions, the existing shareholders of Alpha Tau will own approximately 59.3% of the outstanding ordinary shares of Alpha Tau ("Alpha Tau Ordinary Shares") and the stockholders of the Company and the PIPE Investors purchasing securities pursuant to the Subscription Agreements (each as defined below) will own the remaining Alpha Tau Ordinary Shares.

The following securities issuances will be made by Alpha Tau to the Company's securityholders at the Effective Time and in each case assume the Share Split (as defined below) has occurred: (i) each share of Class A common stock of the Company (including shares issuable upon the conversion of the Class B common stock of the Company as described below) will be exchanged for one Alpha Tau Ordinary Share and (ii) each outstanding warrant of the Company will be assumed by Alpha Tau and will become a warrant of Alpha Tau (each, an "Alpha Tau Warrant") (with the number of Alpha Tau Ordinary Shares underlying the Alpha Tau Warrants and the exercise price of such Alpha Tau Warrants subject to adjustment in accordance with the terms of the Merger Agreement).

Immediately prior to the Effective Time, (i) each preferred share of Alpha Tau will be automatically converted into such number of Alpha Tau Ordinary Shares as determined in accordance with the existing articles of association of Alpha Tau; (ii) each Alpha Tau Ordinary Share that is issued and outstanding immediately prior to the Effective Time will be split into a number of Alpha Tau Ordinary Shares, such that the value of each Alpha Tau Ordinary Share immediately prior to the Effective Time will equal $10.00 per share, based upon the pre-money equity value of the Company (rounded to the nearest whole number) (the "Share Split"); and (iii) outstanding securities convertible into Alpha Tau Ordinary Shares shall be adjusted to give effect to the foregoing transactions and remain outstanding. Additionally, concurrently with the closing of the Merger, Alpha Tau will issue securities pursuant to the Subscription Agreements, as described in more detail below.

Following the Share Split and immediately prior to the Effective Time, each share of Class B common stock of the Company will be automatically converted into one share of Class A common stock of the Company and subsequently exchanged into one Alpha Tau Ordinary Share, as described above.

The Alpha Tau Ordinary Shares to be received by Healthcare Capital Sponsor LLC (the "Sponsor"), and the Alpha Tau Ordinary Shares held by certain of Alpha Tau's current equityholders and members of Alpha Tau's management will be subject to the covenants and transfer restrictions described below under the headings "Sponsor Support Agreement" and "Alpha Tau Support Agreement."

The parties anticipate that the Transactions will be consummated in the fourth quarter of 2021, after the required approval by the stockholders of the Company (the "Company Stockholder Approval") and the ordinary and preferred shareholders of Alpha Tau (the "Alpha Tau Shareholder Approval") and the fulfillment or waiver of certain other conditions as described below.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Alpha Tau relating to, among other things, corporate organization; subsidiaries; due authorization; no conflict; governmental authorities; consents; capitalization; capitalization of subsidiaries; financial statements; absence of changes; no undisclosed liabilities; litigation and proceedings; compliance with laws; contracts; no defaults; company benefit plans; labor matters; taxes; insurance; real property; intellectual property and IT security; environmental matters; healthcare matters; brokers' fees; related party transactions; international trade; anti-corruption; investment company act; product liability; and no other representations.

The Merger Agreement contains customary representations and warranties of the Company relating to, among other things, corporate organization; due authorization; no conflict; litigation and proceedings; governmental authorities; consents; the Company's trust account (the "Trust Account"); brokers' fees; Securities and Exchange Commission ("SEC") reports; financial statements; Sarbanes-Oxley Act; undisclosed liabilities; compliance with laws; business activities; tax matters; capitalization; Nasdaq listing; material contracts; no defaults; Company expenses; related party transactions; investment company act; JOBS act; absence of changes; and non-Israeli residency; and no other representations.



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Covenants


The Merger Agreement includes customary covenants of the parties with respect to the conduct of their business operations prior to consummation of the Transactions and efforts to satisfy conditions to the consummation of the Transactions. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for the Company and Alpha Tau to cooperate in the preparation of the Registration Statement on Form F-4 (as amended, the "Registration Statement") registering under the Securities Act of 1933, as amended (the "Securities Act"), the Alpha Tau Ordinary Shares to be issued in exchange for the issued and outstanding shares of Class A common stock of the Company in connection with the Transactions (including each share of Class A common stock of the Company which resulted from the conversion of each share of Class B common stock of the Company into one share of Class A common stock of the Company immediately prior to the Effective Time), which Registration Statement will contain a proxy statement/prospectus for the purpose of, among other things, soliciting proxies from the Company stockholders to vote in favor of adoption and approval of the Merger Agreement, the Transactions and certain other matters at a special meeting called therefor.



Governance


After the consummation of the Transactions, the current officers and directors . . .

Item 7.01 Regulation FD Disclosure.

On July 8, 2021, the Company and Alpha Tau issued a joint press release announcing the execution of the Merger Agreement. The press release is furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference. Notwithstanding the foregoing, information contained on the websites of the Company, Alpha Tau or any of their affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report.

Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation, dated July 2021 that was used by Alpha Tau in connection with the sale of Alpha Tau Ordinary Shares to the to the PIPE Investors.

The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.



Item 8.01 Other Events



PIPE Subscription Agreements

On July 7, 2021, concurrently with the execution of the Merger Agreement, Alpha Tau entered into subscription agreements (each, a "Subscription Agreement") with certain investors (the "PIPE Investors") pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and Alpha Tau has agreed to issue and sell to the PIPE Investors, an aggregate of approximately 9,150,000 Alpha Tau Ordinary Shares (on a post-Share Split basis) for an aggregate purchase price of up to $91,500,000.00 (the "PIPE Investment") immediately prior to the Effective Time, on the terms and subject to the conditions set forth therein. The Subscription Agreement contains customary representations and warranties of Alpha Tau, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Merger.



Additional information


This Current Report on Form 8-K (this "Report") relates to a proposed merger between the Company and Alpha Tau. In connection with the proposed Merger, Alpha Tau intends to file a registration statement on Form F-4 that will include a proxy statement of the Company in connection with the Company's solicitation of proxies for the vote by the Company's stockholders with respect to the proposed Merger and a prospectus of Alpha Tau. The proxy statement/prospectus will be sent to all of the Company's stockholders and the Company and Alpha Tau will also file other documents regarding the proposed Merger with the SEC. This Report does not contain all the information that should be considered concerning the proposed Merger and is not intended to form the basis of any investment decision or any other decision in respect of the Merger. Before making any voting or investment decision, investors and security holders are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Merger as they become available because they will contain important information about the proposed Transactions.

Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Alpha Tau and the Company through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Alpha Tau may be obtained free of charge from Alpha Tau's website at www.alphatau.com or by written request to Alpha Tau at Alpha Tau Medical Ltd., Kiryat HaMada St 5, Building B3, 4th Floor, Jerusalem, 9777605, Israel.



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Participants in Solicitation



The Company, Alpha Tau and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the proposed Merger. You can find information about the Company's directors and executive officers and their ownership of the Company's securities in the Company's final prospectus relating to its initial public offering, dated January 14, 2021, which was filed with the SEC on January 20, 2021 and is available free of charge at the SEC's web site at www.sec.gov. Additional information regarding the participants in the solicitation of proxies from the Company's stockholders and their direct and indirect interests will be included in the proxy statement/prospectus for the proposed Merger when it becomes available. Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.



Forward-Looking Statements


Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "may", "should", "would", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "seem", "seek", "continue", "future", "will", "expect", "outlook" or other similar words, phrases or expressions. These forward-looking statements include statements regarding the Company's industry, future events, the proposed transactions between the parties, the estimated or anticipated future results and benefits of the combined company following the Merger, including the likelihood and ability of the parties to successfully consummate the proposed Merger, future opportunities for the combined company, any financial valuation assessments and other statements that are not historical facts. These statements are based on the current expectations and estimates and assumptions that, while considered reasonable by the Company and its management and Alpha Tau and its management, are not predictions of actual performance and are inherently uncertain. These statements are subject to a number of risks and uncertainties regarding the Company's businesses and the transaction, and actual results may differ materially. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed Merger contemplated thereby; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (3) the inability to meet the aggregate transaction proceeds requirements of the Merger Agreement due to the inability to consummate the PIPE Investment or the amount of cash available following any redemptions by the Company's stockholders; (4) the ability to meet Nasdaq's listing standards following the consummation of the transactions contemplated by the Merger Agreement; (5) the risk that the proposed transactions disrupt current plans and operations of Alpha Tau Medical Ltd. as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the proposed Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed Merger; (8) changes in applicable laws or regulations; (9) the possibility that Alpha Tau Medical Ltd. may be adversely affected by other economic, business, and/or competitive factors; (10) the Company's ability to identify and integrate acquisitions; and (11) other risks and uncertainties indicated from time to time in the final prospectus of the Company, including those under "Risk Factors" therein, and other documents filed or to be filed with the Securities and Exchange Commission ("SEC") by the Company or Alpha Tau, including the registration statement on Form F-4 and proxy statement/prospectus discussed above. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide the Company's expectations, plans or forecasts of future events and views as of the date of this communication. the Company anticipates that subsequent events and developments will cause the Company's assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's assessments as of any date subsequent to the date of this communication.



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Nothing in this Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Report, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither the Company nor Alpha Tau undertakes any duty to update these forward-looking statements.

Any financial and capitalization information or projections in this Report are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company's and Alpha Tau's control. While such information and projections are necessarily speculative, the Company and Alpha Tau believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial information or projections in this Report should not be regarded as an indication that the Company or Alpha Tau, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit                                  Description

2.1†         Agreement and Plan of Merger, dated as of July 7, 2021, by and among
           Healthcare Capital Corp., Archery Merger Sub Inc. and Alpha Tau Medical
           Ltd.

10.1         Form of Sponsor Letter Agreement, dated as of July 7, 2021, by and
           among Healthcare Capital Sponsor LLC, Healthcare Capital Corp., Alpha
           Tau Medical Ltd. and the investors named on the signature pages
           thereto.

10.2         Form of Support Agreement, dated as of July 7, 2021, by and among
           Alpha Tau Medical Ltd., Healthcare Capital Corp., and the shareholders
           of Alpha Tau Medical Ltd. named on the signature pages thereto.

99.1         Press Release, dated July 8, 2021.

99.2         Investor Presentation.





† The exhibits and schedules to this Exhibit have been omitted in accordance with

   Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally
   a copy of all omitted exhibits and schedules to the Securities and Exchange
   Commission upon its request.




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