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    HCCC   US42228C1018

HEAE CAPI

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HEALTHCARE CAPITAL CORP/DE : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financia (form 8-K)

03/08/2022 | 06:04am EDT

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, HCCC, Alpha Tau and Continental Stock Transfer & Trust Company, a New York corporation ("Continental") entered into that certain Amended and Restated Warrant Agreement (the "Amended Warrant Agreement"). The Amended Warrant Agreement amends and restates that certain Warrant Agreement, dated as of January 14, 2021, by and between HCCC and Continental (the "Existing Warrant Agreement") to provide for the assignment by HCCC and the assumption by Alpha Tau of all the rights and obligations of HCCC under the Existing Warrant Agreement with respect to the Company Warrants. Pursuant to the Amended Warrant Agreement, all HCCC warrants under the Existing Warrant Agreement will no longer be exercisable for shares of HCCC's Class A common stock, but instead will be exercisable for Company Ordinary Shares.

The foregoing description of the Amended Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended Warrant Agreement which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of HCCC terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of January 14, 2021, between HCCC and Continental, pursuant to which Continental invested the proceeds of HCCC's initial public offering in a trust account and facilitated the redemptions in connection with the Business Combination; and (ii) that certain Administrative Support Agreement, dated as of January 14, 2021, between HCCC and Healthcare Capital Sponsor LLC (the "Sponsor"), pursuant to which the Sponsor provided office space, utilities, and secretarial and administrative support to HCCC for a fee of $10,000 per month.



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Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

          Standard; Transfer of Listing.



The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In connection with the consummation of the Business Combination, on the Closing Date, HCCC and Alpha Tau notified The Nasdaq Capital Market ("Nasdaq") that the certificate of merger relating to the Business Combination had been filed with the Secretary of State of the State of Delaware and that HCCC's outstanding securities had been converted into Company Ordinary Shares and Company Warrants, as described in Item 1.01 above. HCCC requested that Nasdaq delist HCCC's units, Class A common stock, and warrants on March 7, 2022, and as a result, trading of HCCC's units, Class A common stock, and warrants on Nasdaq will be suspended in advance of trading on March 8, 2022. On March 7, 2022, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting HCCC's securities from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Business Combination, a change in control of HCCC occurred. Following the consummation of the Business Combination, HCCC became a wholly owned subsidiary of Alpha Tau.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In accordance with the terms of the Merger Agreement, and effective as of the Closing Date, each of HCCC's officers and directors resigned as a member of HCCC's board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between HCCC and the officers and directors on any matter relating to HCCC's operations, policies or practices.



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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

          Year.



The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.

On March 7, 2022, HCCC filed a Certificate of Merger (the "Merger Certificate") with the Secretary of State of the State of Delaware (the "Secretary of State") to effect the Business Combination. In connection with the Merger Certificate, the certificate of incorporation of HCCC was amended and restated in its entirety, effective as of the effective time of the Business Combination.

The foregoing description of HCCC's amended and restated certificate of incorporation does not purport to be complete and is qualified in its entirety by reference to the complete text of such certificate of incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.


Item 8.01 Other Events.



Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Business Combination.

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., incorporated by reference to Exhibit 2.1 to the Registrant's
          Current Report on Form 8-K filed on July 8, 2021.

3.1         Second Amended and Restated Certificate of Incorporation of Healthcare
          Capital Corp.

4.1         Amended and Restated Warrant Agreement, dated as of March 7, 2022,
          among Healthcare Capital Corp., Alpha Tau Medical Ltd. and Continental
          Stock Transfer & Trust Company.

99.1        Press Release.

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).



* 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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