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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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HEALTHCARE CAPITAL CORP.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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$61,798.00
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(2)
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Form, Schedule or Registration Statement No.
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Form F-4 (File No. 333-258915)
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Filing Party:
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Alpha Tau Medical Ltd.
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Date Filed:
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August 19, 2021
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PROXY STATEMENT/PROSPECTUS
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
HEALTHCARE CAPITAL
CORP.
PROSPECTUS FOR UP TO 33,343,750 ORDINARY SHARES,
19,530,000 WARRANTS,
AND 19,530,000 ORDINARY SHARES UNDERLYING WARRANTS
OF
ALPHA TAU MEDICAL
LTD.
The board of directors of Healthcare Capital Corp., a Delaware corporation (HCCC), has approved the Agreement and Plan of
Merger (the Merger Agreement), dated as of July 7, 2021, by and among HCCC, Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the Company or Alpha Tau)
and Archery Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub). Pursuant to the Merger Agreement, Merger Sub will merge with and into HCCC, with HCCC surviving the merger (the
Business Combination). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Merger Agreement (the Transactions), HCCC will
become a wholly owned subsidiary of the Company, with the securityholders of HCCC becoming securityholders of the Company.
Prior to the
effective time of the Business Combination (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 0.905292 Alpha Tau ordinary shares (rounded to the nearest whole number on a
shareholder-by-shareholder basis) and set as of the date of the execution of the Merger Agreement based upon the agreed pre-money equity value of the Company of $600 million (the Share
Split); and (iii) outstanding securities convertible into Alpha Tau ordinary shares shall be adjusted to give effect to the foregoing transactions and remain outstanding. The closing for HCCCs Class A common stock on Nasdaq was
$9.64 per share on July 7, 2021, immediately prior to the execution of the Merger Agreement. The price per share of HCCCs Class A common stock on Nasdaq was $9.90 per share on January 11, 2022.
Pursuant to the Merger Agreement and assuming the Share Split has been effected, at the Effective Time, (a) each share of Class A
Common Stock of HCCC, par value $0.0001 per share (Class A common stock), outstanding immediately prior to the Effective Time will be exchanged for one Alpha Tau ordinary share, (b) each share of
Class B Common Stock of HCCC, par value $0.0001 per share (Class B common stock and, together with the Class A common stock, the HCCC Common Stock), outstanding immediately prior to the
Effective Time, after giving effect to the forfeiture of 1,031,250 shares of Class B common stock pursuant to that certain support agreement dated July 7, 2021, by and among HCCC, Alpha Tau and certain holders of Class B common stock
(the Sponsor Support Agreement), will be exchanged for one Alpha Tau ordinary share; and (c) each warrant of HCCC entitling the holder to purchase one share of Class A common stock per warrant at a price of $11.50 per share
(each, a HCCC warrant) outstanding immediately prior to the Effective Time, after giving effect to the forfeiture of 1,020,000 HCCC warrants pursuant to the Sponsor Support Agreement, will be assumed by Alpha Tau and will become
one warrant of Alpha Tau (Alpha Tau warrant), with the 19,530,000 Alpha Tau ordinary shares initially underlying the Alpha Tau warrants and the exercise price of such Alpha Tau warrants subject to adjustment in accordance with the
Merger Agreement in the event of a share split, share dividend or distribution, or any change in Alpha Taus share capital by reason of any split-up, reverse share split, recapitalization, combination,
reclassification, exchange of shares.
Concurrently with the execution of the Merger Agreement, Alpha Tau and certain accredited investors
(the PIPE Investors) entered into a series of subscription agreements (Subscription Agreements), providing for the purchase by the PIPE Investors at the Effective Time of an aggregate of 9,263,006 Alpha Tau
ordinary shares (PIPE Shares) at a price per share of $10.00 (assuming the Share Split has been effected), for gross proceeds to Alpha Tau of $92,630,060 (collectively, the PIPE Investment). The closing of the
PIPE Investment is conditioned upon the consummation of the Transactions.
It is anticipated that, upon completion of the Business
Combination, HCCCs existing public stockholders will own approximately 28.2%, Healthcare Capital Sponsor LLC (the Sponsor) will own approximately 6.0% (which is inclusive of 1.4% of Conditional Equity that is subject to market
vesting conditions described elsewhere in this proxy statement/prospectus), PIPE Investors will own approximately 9.5% and Alpha Taus existing securityholders will own approximately 56.3% of the Companys outstanding ordinary shares.
These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Merger Agreement. These relative percentages assume that none of HCCCs existing stockholders exercise their
redemption rights in connection with the Business Combination. If any of HCCCs stockholders exercise their redemption rights, or any of the other assumptions underlying these percentages become inaccurate, these percentages may vary from the
amounts shown above. Please see Unaudited Pro Forma Condensed Combined Financial Information for further information.
This
proxy statement/prospectus covers the Alpha Tau ordinary shares and Alpha Tau warrants issuable to the securityholders of HCCC as described above. Accordingly, we are registering up to an aggregate of 33,343,750 Alpha Tau ordinary shares, 19,530,000
Alpha Tau warrants, and 19,530,000 Alpha Tau ordinary shares issuable upon the exercise of the Alpha Tau warrants. We are not registering the Alpha Tau ordinary shares issuable to the Alpha Tau Securityholders or the PIPE Investors.
Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special
meeting of HCCC stockholders scheduled to be held on February 15, 2022 in virtual format.
Although Alpha Tau is not currently a public
reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Business Combination, Alpha Tau will become subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act). Alpha Tau intends to apply for listing of the Alpha Tau ordinary shares and Alpha Tau warrants on Nasdaq under the proposed symbols DRTS and
DRTSW, respectively, to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Transactions that the Alpha Tau ordinary shares and Alpha Tau warrants are approved for listing on Nasdaq
(subject only to official notice of issuance thereof and round lot holder requirements). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance
that Alpha Taus securities will be listed on Nasdaq or that a viable and active trading market will develop. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless
the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties. See Risk Factors beginning on page 21 for more information.
Alpha Tau will be an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore
eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.
Alpha Tau will
also be a foreign private issuer as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under
Section 14 of the Exchange Act. In addition, Alpha Taus officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions under Section 16 of the Exchange Act.
Moreover, Alpha Tau will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
The accompanying proxy statement/prospectus provides HCCC stockholders with detailed information about the Business Combination and
other matters to be considered at the special meeting of HCCC stockholders, including HCCC stockholders right to redeem their shares for a pro rata portion of the cash held in HCCCs Trust Account in connection with the Business
Combination. See Questions and Answers About the Business Combination and the Special Meeting for additional detail regarding the redemption process. We encourage you to read the entire accompanying proxy statement/prospectus, including
the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in Risk Factors beginning on page 21 of the accompanying proxy
statement/prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated January 13, 2022, and is first being mailed to HCCC stockholders on or about January 18,
2022.