SCP & CO HEALTHCARE ACQUISITION CO : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 21, 2021, SCP & CO Healthcare Acquisition Company (the "Company") consummated its initial public offering (the "IPO") of 23,000,000 units (the "Units"), including 3,000,000 Units issued pursuant to the full exercise of the underwriters' over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-half of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-249137) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the "Commission") on September 29, 2020 (as amended, the "Registration Statement"):

  •   An Underwriting Agreement, dated January 21, 2021, by and among the Company,
      Barclays Capital Inc., and Piper Sandler & Co., as representatives of the
      several underwriters, a copy of which is attached as Exhibit 1.1 hereto and
      incorporated herein by reference.




  •   A Warrant Agreement, dated January 21, 2021, by and between the Company and
      Continental Stock Transfer & Trust Company, as warrant agent, a copy of which
      is attached as Exhibit 4.1 hereto and incorporated herein by reference.




  •   A Letter Agreement, dated January 21, 2021, by and among the Company, its
      officers, its directors and the Company's sponsor, SCP & CO Sponsor, LLC (the
      "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and
      incorporated herein by reference.




  •   An Investment Management Trust Agreement, dated January 21, 2021, by and
      between the Company and Continental Stock Transfer & Trust Company, as
      trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated
      herein by reference.




  •   A Registration Rights Agreement, dated January 21, 2021, by and between the
      Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto
      and incorporated herein by reference.




  •   An Administrative Support Agreement, dated January 21, 2021, by and between
      the Company and the Sponsor, a copy of which is attached as Exhibit 10.4
      hereto and incorporated herein by reference.




  •   A Private Placement Warrants Purchase Agreement, dated January 21, 2021 (the
      "Private Placement Warrants Purchase Agreement"), by and between the Company
      and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and
      incorporated herein by reference.




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Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 8,100,000 warrants (the "Private Placement Warrants") to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,100,000. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 21, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $230,000,000, comprised of $225,400,000 of the proceeds from the IPO (which amount includes $8,050,000 of the underwriter's deferred discount) and $4,600,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company's public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (b) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity and (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

On January 21, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On January 26, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.    Description

1.1              Underwriting Agreement, dated January 21, 2021 by and among the
               Company, Barclays Capital Inc. and Piper Sandler & Co. the several
               underwriters.

3.1              Amended and Restated Certificate of Incorporation.

4.1              Warrant Agreement, dated January 21, 2021, by and between the Company
               and Continental Stock Transfer & Trust Company, as warrant agent.

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10.1       Letter Agreement, dated January 21, 2021, by and among the Company,
         its officers, its directors and the Sponsor.

10.2       Investment Management Trust Agreement, dated January 21, 2021, by and
         between the Company and Continental Stock Transfer & Trust Company, as
         trustee.

10.3       Registration Rights Agreement, dated January 21, 2021, by and between
         the Company and the Sponsor.

10.4       Administrative Support Agreement, dated January 21, 2021, by and
         between the Company and the Sponsor.

10.5       Private Placement Warrants Purchase Agreement, dated January 21, 2021,
         by and between the Company and the Sponsor.

99.1       Press Release, dated January 21, 2021.

99.2       Press Release, dated January 27, 2021.

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