Item 1.01 Entry into a Material Definitive Agreement.

On January 26, 2021, the Registration Statement on Form S-1 (File No. 333-252002) (the "Registration Statement") relating to the initial public offering (the "IPO") of HealthCor Catalio Acquisition Corp. (the "Company") was declared effective by the U.S. Securities and Exchange Commission, and the Company subsequently filed, on January 26, 2021, a Registration Statement on

Form S-1 (File No. 333-252448) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On January 29, 2021, the Company consummated the IPO of 20,700,000 Class A ordinary shares, $0.0001 par value per share (the "Public Shares"), which includes the exercise in full of the underwriters' option to purchase an additional 2,700,000 Public Shares at the initial public offering price to cover over-allotments. The Public Shares were sold at an offering price of $10.00 per Public Share, generating gross proceeds of $207,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

· an Underwriting Agreement, dated January 26, 2021, among the Company and

Jefferies LLC, as representative of the underwriters named in Schedule A
   therein, which contains customary representations and warranties and
   indemnification of the underwriter by the Company;

· a Private Placement Shares Purchase Agreement, dated January 26, 2021, between


   the Company and HC Sponsor LLC (the "Sponsor"), pursuant to which the Sponsor
   purchased 614,000 Class A ordinary shares in a private placement (the "Private
   Placement Shares");

· an Investment Management Trust Agreement, dated January 26, 2021, between the


   Company and Continental Stock Transfer & Trust Company, as trustee, which
   establishes the trust account that will hold the net proceeds of the IPO and
   certain of the proceeds of the sale of the Private Placement Shares, and sets
   forth the responsibilities of the trustee; the procedures for withdrawal and
   direction of funds from the trust account; and indemnification of the trustee
   by the Company under the agreement;

· a Registration and Shareholder Rights Agreement, dated January 26, 2021, among


   the Company, the Sponsor and certain equityholders of the Company, which
   provides for customary demand and piggy-back registration rights for the
   Sponsor, and customary piggy-back registration rights for such other
   equityholders, and, upon and following consummation of our initial business
   combination, the right of the Sponsor to nominate three individuals for
   election to the Company's board of directors;

· a Letter Agreement, dated January 26, 2021, among the Company, the Sponsor and


   each executive officer and director of the Company, pursuant to which each of
   the Sponsor and each executive officer and director of the Company has agreed
   to vote any Class A ordinary shares held by him, her or it in favor of the
   Company's initial business combination; to facilitate the liquidation and
   winding up of the Company if an initial business combination is not consummated
   within 24 months of the date hereof; to certain transfer restrictions with
   respect to the Company's securities; to certain indemnification obligations of
   the Sponsor; and the Company has agreed not to enter into a definitive
   agreement regarding an initial business combination without the prior consent
   of the Sponsor; and

· an Administrative Services Agreement, dated January 26, 2021, between the


   Company and the Sponsor, pursuant to which the Sponsor has agreed to make
   available office space, secretarial and administrative services, as may be
   required by the Company from time to time, for up to $10,000 per month until
   the earlier of the Company's completion of its initial business combination or
   liquidation.




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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneous with the consummation of the IPO and the issuance and sale of the Public Shares, the Company consummated the private placement of 614,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating total proceeds of $6,140,000. The Private Placement Shares purchased by the Sponsor are substantially similar to the Public Shares, except that if held by the Sponsor or its permitted transferees, they will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination, subject to certain limited exceptions.

Item 5.03. Amendments to Memorandum and Articles of Association.

On January 26, 2021 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



  1.1      Underwriting Agreement between the Company and Jefferies LLC

  3.1      Amended and Restated Memorandum and Articles of Association

           Private Placement Shares Purchase Agreement between the Company and
  10.1   the Sponsor

           Investment Management Trust Agreement between Continental Stock
  10.2   Transfer & Trust Company and the Company

           Registration and Shareholder Rights Agreement among the Company, the
  10.3   Sponsor and certain other equityholders named therein

           Letter Agreement among the Company, the Sponsor and the Company's
  10.4   officers and directors

           Administrative Services Agreement between the Company and the
  10.5   Sponsor




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