4//SEC Filing
MILCH DAVID MARK 4
Accession 0001213900-22-011399
CIK 0001822935other
Filed
Mar 8, 7:00 PM ET
Accepted
Mar 9, 9:30 PM ET
Size
22.9 KB
Accession
0001213900-22-011399
Insider Transaction Report
Form 4
Healthcare Capital Sponsor LLC
10% Owner
Transactions
- Other
Class B Common Stock
2022-03-07−106,700→ 1,923,925 total(indirect: See footnote)→ Class A Common Stock (106,700 underlying) - Other
Class A Common Stock
2022-03-07−1,923,925→ 0 total(indirect: See footnote) - Other
Warrants
2022-03-07−2,142,000→ 0 total(indirect: See footnote)Exercise: $11.50From: 2022-04-06Exp: 2027-03-07→ Class A Common Stock (2,142,000 underlying) - Exercise/Conversion
Class A Common Stock
2022-03-07+1,923,925→ 1,923,925 total(indirect: See footnote) - Other
Class B Common Stock
2022-03-07−4,844,375→ 2,030,625 total(indirect: See footnote)→ Class A Common Stock (4,844,375 underlying) - Exercise/Conversion
Class B Common Stock
2022-03-07−1,923,925→ 0 total(indirect: See footnote)→ Class A Common Stock (1,923,925 underlying) - Other
Warrants
2022-03-07−4,658,000→ 2,142,000 total(indirect: See footnote)Exercise: $11.50From: 2022-04-06Exp: 2027-03-07→ Class A Common Stock (4,658,000 underlying)
MILCH DAVID MARK
Director10% Owner
Transactions
- Exercise/Conversion
Class B Common Stock
2022-03-07−1,923,925→ 0 total(indirect: See footnote)→ Class A Common Stock (1,923,925 underlying) - Other
Warrants
2022-03-07−2,142,000→ 0 total(indirect: See footnote)Exercise: $11.50From: 2022-04-06Exp: 2027-03-07→ Class A Common Stock (2,142,000 underlying) - Exercise/Conversion
Class A Common Stock
2022-03-07+1,923,925→ 1,923,925 total(indirect: See footnote) - Other
Class A Common Stock
2022-03-07−1,923,925→ 0 total(indirect: See footnote) - Other
Class B Common Stock
2022-03-07−106,700→ 1,923,925 total(indirect: See footnote)→ Class A Common Stock (106,700 underlying) - Other
Class B Common Stock
2022-03-07−4,844,375→ 2,030,625 total(indirect: See footnote)→ Class A Common Stock (4,844,375 underlying) - Other
Warrants
2022-03-07−4,658,000→ 2,142,000 total(indirect: See footnote)Exercise: $11.50From: 2022-04-06Exp: 2027-03-07→ Class A Common Stock (4,658,000 underlying)
Footnotes (6)
- [F1]On March 7, 2022 (the "Closing Date"), Healthcare Capital Corp., a Delaware corporation ("HCCC"), and Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel ("Alpha Tau"), consummated their previously announced business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among HCCC, Alpha Tau and Archery Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Alpha Tau. On the Closing Date, pursuant to the terms of the Merger Agreement, each outstanding share of Class B common stock of HCCC converted into shares of Class A common stock of HCCC at a conversion ratio of one share of Class B common stock for one share of Class A common stock.
- [F2]Pursuant to the terms of the Merger Agreement, on the Closing Date, each outstanding share of Class A common stock of HCCC following the conversion described in footnote 1 above were exchanged for one newly issued Class A ordinary share of Alpha Tau and each warrant of HCCC was exchanged for one warrant of Alpha Tau.
- [F3]Pursuant to the terms of the Sponsor Support Agreement, dated as of July 7, 2021, as amended on February 17, 2022 and the Letter Agreement, dated as of the Closing Date, by and between HCCC, Alpha Tau, Healthcare Capital Sponsor LLC (the "Sponsor") and certain insiders, the Sponsor agreed to forfeit on the Closing Date, for no consideration, 4,844,375 shares of Class B common stock of HCCC and warrants to purchase 4,658,000 shares of Class A common stock of HCCC.
- [F4]Pursuant to the terms of the Letter Agreement, dated as of the Closing Date, by and between the Sponsor and Cantor Fitzgerald & Co., the Sponsor transferred 106,700 shares of Class B common stock of HCCC to Cantor for services provided in connection with the Company's initial public offering and the Business Combination.
- [F5]Pursuant to the terms thereof, the exercisability of the warrants was subject to the completion of the Business Combination. Each whole warrant will become exercisable to purchase one Class A ordinary share of Alpha Tau, commencing 30 days after the Closing Date and expiring five years following the Closing Date.
- [F6]The Sponsor is the record holder of the shares of common stock and warrants reported herein. Dr. Milch is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock and warrants held of record by the Sponsor. By virtue of this relationship, Dr. Milch may be deemed to have beneficial ownership of the securities held of record by the Sponsor. He disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Documents
Issuer
Healthcare Capital Corp/DE
CIK 0001822935
Entity typeother
Related Parties
1- filerCIK 0001233803
Filing Metadata
- Form type
- 4
- Filed
- Mar 8, 7:00 PM ET
- Accepted
- Mar 9, 9:30 PM ET
- Size
- 22.9 KB