Item 4.02 Non-Reliance on Previously Issued Financial Statements.
In connection with the preparation of its financial statements as of September
30, 2021, the management of Healthcare Capital Corp. (the "Company"), in
consultation with its advisors, identified an error made in certain of
its previously issued financial statements, arising from the manner in which, as
of the closing of the Company's initial public offering, the
Company valued its Class A common stock subject to possible redemption. The
Company previously determined the value of such Class A common stock to be
equal to the redemption value of such shares, after taking into consideration
the terms of the Company's Amended and Restated Certificate of Incorporation,
under which a redemption cannot result in net tangible assets being less than
$5,000,001. Management has now determined, after consultation with its advisors,
that the Class A common stock underlying the units issued during
its initial public offering can be redeemed or become redeemable subject to the
occurrence of future events considered to be
outside the Company's control. Therefore, management has concluded that the
redemption value of its Class A common stock subject to possible redemption
should reflect the possible redemption of all Class A common stock. As a result,
management has noted a reclassification error related to temporary equity and
permanent equity, which has resulted in a restatement of the initial carrying
value of the Class A common stock subject to possible redemption, with the
offset recorded to additional paid-in capital (to the extent available),
accumulated deficit and Class A common stock.
On November 15, 2021, the Company's audit committee concluded, after discussion
with the Company's management and its advisors, that the Company's audited
balance sheet as of January 20, 2021, as restated in the Company's Form 10-Q for
the quarterly period ended March 31, 2021, and the Company's unaudited condensed
financial statements included in the Company's Form 10-Q for the quarterly
period ended March 31, 2021 and its Form 10-Q for the quarterly period ended
June 30, 2021, should no longer be relied upon due to the reclassification
described above. The Company plans to reflect this reclassification in its
upcoming Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021, to be filed with SEC.
The Company does not expect the changes described above to have any impact on
its cash position or the balance held in the trust account.
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation plan with respect to
such material weakness is described in more detail in the upcoming Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021.The
Company's management and audit committee have discussed the matters disclosed in
this Current Report on Form 8-K pursuant to this Item 4.02 with its independent
registered public accounting firm.
1
© Edgar Online, source Glimpses