Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
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
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
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
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;
1 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
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by
reference is the investor presentation, dated
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
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
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
5 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
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
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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 ofJuly 7, 2021 , by and amongHealthcare Capital Corp. ,Archery Merger Sub Inc. andAlpha Tau Medical Ltd. 10.1 Form of Sponsor Letter Agreement, dated as ofJuly 7, 2021 , by and amongHealthcare 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 ofJuly 7, 2021 , by and amongAlpha Tau Medical Ltd. ,Healthcare Capital Corp. , and the shareholders ofAlpha Tau Medical Ltd. named on the signature pages thereto. 99.1 Press Release, datedJuly 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 theSecurities and Exchange Commission upon its request. 7
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