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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/20/20 Deerfield Healthcare Tech A… Corp 424B4 1:1.6M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 424B4 Prospectus - Info Previously Omitted - New Facts HTML 1.08M or Events
tm2021466-9_424b4 - none - 12.0238992s |
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$125,000,000
12,500,000 Units |
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Deerfield Healthcare Technology Acquisitions Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to initially focus our search on identifying a prospective target business in the healthcare or healthcare-related industries in the United States and other developed countries.
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This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,875,000 additional units to cover over-allotments, if
any.
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We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $500,000) and/or to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, we will
redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein.
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Our sponsor, DFHTA Sponsor LLC has committed to purchase an aggregate of up to 2,666,667 private placement warrants (or up to 2,916,667 warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $4,000,000 in the aggregate (or $4,375,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering.
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Our initial stockholders currently own an aggregate of 3,593,750 shares of Class B common stock (up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein.
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Deerfield Management Company, L.P., which we refer to as Deerfield Management, has indicated the interest of one or more domestic private pooled investment vehicles managed by Deerfield Management and its affiliates (which we refer to as the Deerfield Funds) to purchase 3,125,000 units in this offering at the initial public offering price. The underwriters will receive reduced underwriting discounts and commissions on the units purchased by the Deerfield Funds as described herein. However, because indications of interest are not binding agreements or commitments to purchase, the Deerfield Funds may determine not to purchase any such units, or to purchase fewer units than they have indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such units to the Deerfield Funds.
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Currently, there is no public market for our units, Class A common stock or warrants. We have been approved to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “DFHTU” on or promptly after the date of this prospectus. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols “DFHT” and “DFHTW,” respectively.
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We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 31 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
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Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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| | | | | Per Unit (2) | | | Total (2) | |
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Public offering price
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| | $10.00 | | | $125,000,000 | |
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Underwriting discounts and commissions (1)
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| | $0.55 | | | $6,875,000 | |
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Proceeds, before expenses, to us
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| | $9.45 | | | $118,125,000 | |
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(1)
$0.20 per unit, or $2,500,000 in the aggregate (or $2,875,000 if the underwriters’ over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $4,375,000 in the aggregate (or up to $5,031,250 in the aggregate if the underwriters’ over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also “Underwriting” beginning on page 145 for a description of compensation and other items of value payable to the underwriters.
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(2)
Assumes the Deerfield Funds do not purchase any units in this offering. Units that may be purchased by the Deerfield Funds in this offering are subject to reduced underwriting discounts and commissions. With respect to units purchased by the Deerfield Funds in this offering, the underwriters will receive $0.10 per unit upon the closing of this offering and $0.175 per unit in deferred underwriting commissions to be placed in the trust account. See above for additional information.
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Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $125 million, or $143.75 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $2 .5 million in underwriting discounts and commissions payable upon the closing of this offering (or $2.875 million if the underwriters’ over-allotment option is exercised in full) and an aggregate of $1.5 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering.
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The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about July 21, 2020.
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Deutsche Bank SecuritiesUBS Investment Bank
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| | July 16, 2020 | |
| | | | | 1 | | | |
| | | | | 31 | | | |
| | | | | 65 | | | |
| | | | | 66 | | | |
| | | | | 70 | | | |
| | | | | 71 | | | |
| | | | | 73 | | | |
| | | | | 74 | | | |
| | | | | 79 | | | |
| | | | | 105 | | | |
| | | | | 114 | | | |
| | | | | 117 | | | |
| | | | | 120 | | | |
| | | | | 137 | | | |
| | | | | 145 | | | |
| | | | | 153 | | | |
| | | | | 153 | | | |
| | | | | 153 | | | |
| | | | | F-1 | | |
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Balance Sheet Data: | | | | | | | |
Working capital
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| | | $ | 3,911 | | |
Total assets
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| | | $ | 44,900 | | |
Total liabilities
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| | | $ | 21,089 | | |
Stockholder’s equity
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| | | $ | 23,811 | | |
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Without
Over-allotment Option |
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Over-allotment
Option Exercised |
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Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
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| | | $ | 125,000,000 | | | | | $ | 143,750,000 | | |
Gross proceeds from private placement warrants offered in the private placement
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| | | | 4,000,000 | | | | | | 4,375,000 | | |
Total gross proceeds
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| | | $ | 129,000,000 | | | | | $ | 148,125,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to
public, excluding deferred portion)(3) |
| | | $ | 2,500,000 | | | | | $ | 2,875,000 | | |
Legal fees and expenses
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| | | | 275,000 | | | | | | 275,000 | | |
Printing and engraving expenses
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| | | | 50,000 | | | | | | 50,000 | | |
Accounting fees and expenses
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| | | | 50,000 | | | | | | 50,000 | | |
SEC/FINRA Expenses
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| | | | 35,000 | | | | | | 35,000 | | |
Travel and road show
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| | | | 25,000 | | | | | | 25,000 | | |
Nasdaq listing and filing fees
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| | | | 75,000 | | | | | | 75,000 | | |
Directors and officers insurance
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| | | | 100,000 | | | | | | 100,000 | | |
Miscellaneous
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| | | | 140,000 | | | | | | 140,000 | | |
Total estimated offering expenses (other than underwriting commissions)
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| | | $ | 750,000 | | | | | $ | 750,000 | | |
Proceeds after estimated offering expenses
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| | | $ | 125,750,000 | | | | | $ | 144,500,000 | | |
Held in trust account(3)
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| | | $ | 125,000,000 | | | | | $ | 143,750,000 | | |
% of public offering size
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| | | | 100% | | | | | | 100% | | |
Not held in trust account
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| | | $ | 750,000 | | | | | $ | 750,000 | | |
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Amount
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% of Total
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Legal, accounting, due diligence, travel, and other expenses in connection with any
business combination(5) |
| | | $ | 150,000 | | | | | | 20% | | |
Legal and accounting fees related to regulatory reporting obligations
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| | | | 50,000 | | | | | | 7 | | |
Nasdaq and other regulatory fees
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| | | | 40,000 | | | | | | 5 | | |
Payment for office space, secretarial and administrative services
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| | | | 240,000 | | | | | | 32 | | |
Reserve for payments to Chief Financial Officer(6)
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| | | | 180,000 | | | | | | 24 | | |
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
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| | | | 75,000 | | | | | | 10 | | |
Working capital to cover miscellaneous expenses
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| | | | 15,000 | | | | | | 2 | | |
Total
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| | | $ | 750,000 | | | | | | 100.0% | | |
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Without
Over-allotment |
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With
Over-allotment |
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Public offering price
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| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
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| | | | 0.00 | | | | | | | | | | | | 0.00 | | | | | | | | |
Increase attributable to public stockholders
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| | | $ | 1.25 | | | | | | | | | | | $ | 1.11 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
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| | | | | | | | | | 1.25 | | | | | | | | | | | $ | 1.11 | | |
Dilution to public stockholders
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| | | | | | | | | $ | 8.75 | | | | | | | | | | | $ | 8.89 | | |
Percentage of dilution to public stockholders
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| | | | | | | | | | 87.5% | | | | | | | | | | | | 88.9% | | |
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Shares Purchased
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Total Consideration
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Average
Price per Share |
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Number
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Percentage
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Amount
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Percentage
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Initial Stockholders(1)
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| | | | 3,125,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.02% | | | | | $ | 0.01 | | |
Public Stockholders(2)
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| | | | 12,500,000 | | | | | | 80.00 | | | | | | 125,000,000 | | | | | | 99.98% | | | | | $ | 10.00 | | |
| | | | | 15,625,000 | | | | | | 100.0% | | | | | $ | 125,025,000 | | | | | | 100.00% | | | | | | | | |
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Without
Over-allotment |
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With
Over-allotment |
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Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
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| | | $ | 3,911 | | | | | $ | 3,911 | | |
Net proceeds from this offering and sale of the private placement warrants(1)
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| | | | 125,750,000 | | | | | | 144,500,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book
value |
| | | | 19,900 | | | | | | 19,900 | | |
Less: Deferred underwriting commissions
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| | | | (4,375,000) | | | | | | (5,031,250) | | |
Less: Proceeds held in trust subject to redemption(2)
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| | | | (116,398,810) | | | | | | (134,492,560) | | |
| | | | $ | 5,000,001 | | | | | $ | 5,000,001 | | |
Denominator: | | | | | | | | | | | | | |
Class B common stock outstanding prior to this offering
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| | | | 3,593,750 | | | | | | 3,593,750 | | |
Class B common stock forfeited if over-allotment is not exercised
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| | | | (468,750) | | | | | | — | | |
Class A common stock included in the units offered
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| | | | 12,500,000 | | | | | | 14,375,000 | | |
Less: Shares subject to redemption
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| | | | (11,639,881) | | | | | | (13,449,256) | | |
| | | | | 3,985,119 | | | | | | 4,519,494 | | |
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Actual
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As Adjusted(4)
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Notes payable to related party(1)
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| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions(2)
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| | | | — | | | | | | 4,375,000 | | |
Class A common stock subject to possible redemption; -0- shares actual and 11,639,881 shares as adjusted(3)
|
| | | | — | | | | | | 116,398,810 | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 100,000,000 shares authorized;
-0- and 860,119 shares issued and outstanding (excluding -0- and 11,639,881 shares subject to possible redemption), actual and as adjusted, respectively |
| | | | — | | | | | | 86 | | |
Class B common stock, $0.0001 par value, 10,000,000 shares authorized; 3,593,750 and 3,125,000 shares issued and outstanding, actual and as adjusted, respectively
|
| | | | 359 | | | | | | 313 | | |
Additional paid-in capital
|
| | | | 24,641 | | | | | | 5,000,791 | | |
Accumulated deficit
|
| | | | (1,189) | | | | | | (1,189) | | |
Total stockholders’ equity
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| | | $ | 23,811 | | | | | $ | 5,000,001 | | |
Total capitalization
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| | | $ | 23,811 | | | | | $ | 100,773,811 | | |
TYPE OF TRANSACTION
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WHETHER
STOCKHOLDER APPROVAL IS REQUIRED |
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Purchase of assets
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| | | | No | | |
Purchase of stock of target not involving a merger with the company
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| | | | No | | |
Merger of target into a subsidiary of the company
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| | | | No | | |
Merger of the company with a target
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| | | | Yes | | |
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Redemptions in Connection
with our Initial Business Combination |
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Other Permitted Purchases
of Public Shares by our Affiliates |
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Redemptions if we fail to
Complete an Initial Business Combination |
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Calculation of redemption price
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| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $500,000) and/or to pay our taxes, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001. | | | If we seek stockholder approval of our initial business combination, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial stockholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | | | If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $500,000) (less taxes pay able and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares. | |
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Redemptions in Connection
with our Initial Business Combination |
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Other Permitted Purchases
of Public Shares by our Affiliates |
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Redemptions if we fail to
Complete an Initial Business Combination |
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Impact to remaining stockholders
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| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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| | $125,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $106,312,500 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account (assuming the Deerfield Funds purchase 3,125,000 units in this offering). | |
Investment of net proceeds
|
| | $125,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Receipt of interest on escrowed funds
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| | Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
|
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Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $500,000) and/or to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of the business | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. | | | | |
Business combination deadline
|
| | If we do not complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
Release of funds
|
| | Except for the withdrawal of interest to pay our taxes, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. | | | | |
Delivering stock certificates in connection with the exercise of redemption rights
|
| | We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether | | | Many blank check companies provide that a stockholder can vote against a proposed business combination and check a box on the proxy card indicating that such stockholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such stockholder to arrange for delivery of its share certificates to verify ownership. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. However, we would not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
Name
|
| |
Age
|
| |
Position
|
|
Richard Barasch | | |
65
|
| | Executive Chairman | |
Steven Hochberg | | |
58
|
| | President, Chief Executive Officer and Director | |
Christopher Wolfe | | |
40
|
| | Chief Financial Officer and Secretary | |
Dr. Peter J. Fitzgerald | | |
63
|
| | Director Nominee | |
Dr. Linda Grais | | |
64
|
| | Director Nominee | |
Hon. Dr. David J. Shulkin | | |
60
|
| | Director Nominee | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Richard Barasch
|
| |
AdaptHealth Corp.
|
| |
Healthcare services
|
| |
Board Chairman
|
|
| | |
Vestar Capital Partners
|
| |
Private equity investments
|
| |
Senior Advisor
|
|
| | |
DFP Healthcare Acquisitions Corp.
|
| |
Financial services
|
| |
Chairman
|
|
| | |
ELMC Risk Solutions
|
| |
Healthcare-related company
|
| |
Director
|
|
| | |
Quest Analytics Corp.
|
| |
Healthcare-related company
|
| |
Director
|
|
| | |
Turnaround for Children
|
| |
Non-profit organization
|
| |
Director
|
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Christopher Wolfe
|
| |
Deerfield Management
|
| |
Healthcare-related investments
|
| |
Consultant
|
|
| | |
DFP Healthcare Acquisitions Corp.
|
| |
Financial services
|
| |
Chief Financial Officer and Secretary
|
|
Steven Hochberg
|
| |
Deerfield Management
|
| |
Healthcare-related investments
|
| |
Partner
|
|
| | |
DFP Healthcare Acquisitions Corp.
|
| |
Financial services
|
| |
Chief Executive Officer and President
|
|
| | |
Ascent Biomedical Ventures
|
| |
Venture capital
|
| |
Managing Partner
|
|
| | |
Solar Capital
|
| |
Business development company
|
| |
Director
|
|
| | |
Solar Senior Capital
|
| |
Business development company
|
| |
Director
|
|
| | |
Aziyo Biologics
|
| |
Medical technology
|
| |
Director
|
|
| | |
Deerfield Imaging Holding Inc.
|
| |
Medical technology
|
| |
Director
|
|
| | |
Deerfield Imaging Inc.
|
| |
Medical technology
|
| |
Director
|
|
| | |
Liquid Wire
|
| |
Technology
|
| |
Director
|
|
| | |
NXT Biomedical
|
| |
Medical technology
|
| |
Director
|
|
| | |
Biomerix Corp.
|
| |
Medical technology
|
| |
Director
|
|
| | |
PQ Bypass
|
| |
Medical technology
|
| |
Director
|
|
| | |
Cardiovascular Research Foundation
|
| |
Non-profit
|
| |
Director
|
|
| | |
Mount Sinai Health System
|
| |
Non-profit
|
| |
Director
|
|
| | |
SCP Private Credit Income BDC, LLC
|
| |
Business Development Company
|
| |
Director
|
|
| | |
Meditrina, Inc.
|
| |
Medical technology
|
| |
Director
|
|
| | |
ARTMS Products, Inc.
|
| |
Medical technology
|
| |
Director
|
|
| | |
Conventus Orthopaedics, Inc.
|
| |
Medical technology
|
| |
Director
|
|
Dr. Peter J. Fitzgerald
|
| |
TriVentures
|
| |
Medical technology
|
| |
Co-Founder
|
|
| | |
LVP Capital
|
| |
Medical technology
|
| |
Co-Founder
|
|
Dr. Linda Grais
|
| |
PRA Health Sciences
|
| |
Biopharma
|
| |
Director
|
|
| | |
Corvus Pharmaceuticals
|
| |
Biopharma
|
| |
Director
|
|
| | |
Zosano Pharma
|
| |
Biopharma
|
| |
Director
|
|
| | |
Arca Biopharma
|
| |
Biopharma
|
| |
Director
|
|
Dr. David Shulkin
|
| |
ORASURE
|
| |
Diagnostics
|
| |
Director
|
|
| | |
COMPASSUS
|
| |
Hospice
|
| |
Director
|
|
| | |
Smart Steward
|
| |
Infection Control
|
| |
Director
|
|
| | |
Iraq and Afghanistan Veterans of America
|
| |
Nonprofit
|
| |
Director
|
|
| | |
Foundation for Health and Healing
|
| |
Nonprofit
|
| |
Director
|
|
| | |
Number of
Shares Beneficially Owned(2)(4) |
| |
Approximate
Percentage of Outstanding Common Stock |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering |
| |
After
Offering |
| ||||||||||||
DFHTA Sponsor LLC(3)
|
| | | | 3,368,750 | | | | | | 93.7% | | | | | | 18.6% | | |
Richard Barasch(3)
|
| | | | 50,000 | | | | | | 1.4% | | | | | | * | | |
Steven Hochberg(3)
|
| | | | 3,418,750 | | | | | | 95.1% | | | | | | 18.9% | | |
Christopher Wolfe(3)
|
| | | | 50,000 | | | | | | 1.4% | | | | | | * | | |
Dr. Peter J. Fitzgerald
|
| | | | 25,000 | | | | | | * | | | | | | * | | |
Dr. Linda Grais
|
| | | | 25,000 | | | | | | * | | | | | | * | | |
Hon. Dr. David J. Shulkin
|
| | | | 25,000 | | | | | | * | | | | | | * | | |
All executive officers, directors and director nominees as a group (6 individuals)
|
| | | | 3,593,750 | | | | | | 100% | | | | | | 20% | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||||
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter
|
| |
Number of
Units |
| |||
Deutsche Bank Securities Inc.
|
| | | | 8,125,000 | | |
UBS Securities LLC
|
| | | | 4,375,000 | | |
Total
|
| | | | 12,500,000 | | |
| | |
Paid by Deerfield Healthcare Technology
Acquisitions Corp. |
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(2)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(2) | | | | $ | 6,875,000 | | | | | $ | 7,906,250 | | |
| | |
Page
|
| |||
Audited Financial Statements of Deerfield Healthcare Technology Acquisitions Corp.: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
|
Current assets: Cash
|
| | | $ | 25,000 | | |
|
Deferred offering costs associated with initial public offering
|
| | | | 19,900 | | |
|
Total assets
|
| | | $ | 44,900 | | |
| Liabilities and Stockholder’s Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 21,089 | | |
|
Total current liabilities
|
| | | | 21,089 | | |
| Commitments | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,593,750 shares issued
and outstanding(1)(2) |
| | | | 359 | | |
|
Additional paid-in capital
|
| | | | 24,641 | | |
|
Accumulated deficit
|
| | | | (1,189) | | |
|
Total stockholder’s equity
|
| | | | 23,811 | | |
|
Total Liabilities and Stockholder’s Equity
|
| | | $ | 44,900 | | |
|
General and administrative costs
|
| | | $ | 1,189 | | |
|
Net loss
|
| | | $ | (1,189) | | |
|
Weighted average shares outstanding, basic and diluted(1)(2)
|
| | | | 3,125,000 | | |
|
Basic and diluted net loss per share
|
| | | $ | (0.00) | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – May 8, 2020 (inception)
|
| |
|
| | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
Issuance of Class B common stock to Sponsor(1)(2)
|
| | | | — | | | | | | — | | | | | | 3,593,750 | | | | | | 359 | | | | | | 24,641 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,189) | | | | | | (1,189) | | |
Balance – May 22, 2020
|
| | | | — | | | | | $ | — | | | | | | 3,593,750 | | | | | $ | 359 | | | | | $ | 24,641 | | | | | $ | (1,189) | | | | | $ | 23,811 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (1,189) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Accrued expenses
|
| | | | 1,189 | | |
|
Net cash used in operating activities
|
| | | | — | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | 25,000 | | |
|
Net cash provided by financing activities
|
| | | | 25,000 | | |
|
Net increase in cash
|
| | | | 25,000 | | |
|
Cash – beginning of the period
|
| | |
|
—
|
| |
|
Cash – end of the period
|
| | | $ | 25,000 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 19,900 | | |
This ‘424B4’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/21 | ||||
12/31/20 | ||||
8/10/20 | ||||
7/21/20 | ||||
Filed on: | 7/20/20 | |||
7/16/20 | 3, 8-A12B, EFFECT | |||
6/29/20 | ||||
6/25/20 | ||||
5/22/20 | ||||
5/8/20 | ||||
3/31/20 | ||||
3/11/20 | ||||
1/31/20 | ||||
1/30/20 | ||||
12/30/19 | ||||
8/21/17 | ||||
5/24/17 | ||||
List all Filings |