NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 Organization and Business Operation
Isleworth Healthcare Acquisition Corp. (the Company) is a blank check company formed under the laws of the State of Delaware on December 15,
2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the Business Combination).
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging
growth companies.
As of March 31, 2021, the Company had not commenced any operations. All activity for the period from December 15, 2020
(inception) through March 31, 2021 relates to the Companys formation and the initial public offering (IPO), which is described below. The Company will not generate any operating revenues until after the completion of its
initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The
Company has selected December 31 as its fiscal year end.
The Companys Sponsor is Isleworth Healthcare Sponsor I, LLC, a Delaware limited
liability company (the Sponsor).
The registration statement for the Companys IPO was declared effective on February 24, 2021 (the
Effective Date). On March 1, 2021, the Company consummated the IPO of 18,000,000 units (the Units and, with respect to the shares of common stock included in the Units being offered, the Public
Shares), at $10.00 per Unit, generating gross proceeds of $180,000,000, which is discussed in Note 3.
Simultaneously with the closing of the
IPO, the Company consummated the sale of 5,600,000 Private Placement Warrants (the Private Placement Warrants) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds
of $5,600,000.
In connection with the IPO, the underwriters were granted a 30-day option from the date of the
prospectus to purchase up to 2,700,000 additional units to cover over-allotment, if any. On March 2, 2021, the underwriters fully exercised the over-allotment option. The units were sold at an offering price of $10.00 per Unit, generating
additional gross proceeds of $27,000,000 to the Company. Simultaneously with the closing of the over-allotment option, pursuant to certain Warrant Purchase Agreements, the Company completed the private sale of an aggregate of an additional 540,000
Private Placement Warrants to Isleworth Healthcare Sponsor I, LLC and I-Bankers Securities, Inc. at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of
$540,000.
Transaction costs of the IPO amounted to $8,159,324, consisting of $4,140,000 of cash underwriting fees, the fair value of the
representatives warrants of $434,882, the fair value of representative shares of $3,026,438 and $558,004 of other cash offering costs (Note 6).
As of March 31, 2021, $766,906 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.
Following the closing of the IPO and the over-allotment option, which was fully exercised, on March 1, 2021 and March 2, 2021, $207,000,000 ($10.00
per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was held in a Trust Account (Trust Account), and will be invested only in U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act which will invest only in direct U.S. government treasury obligations. 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 if any, the proceeds
from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to
amend the Companys amended and restated certificate of incorporation (A) to modify the substance or timing of the Companys obligation to redeem 100% of the public shares if the
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