Full Press Release Details
HEALTHCARE ACQUISITIONS CORP.
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet | F-3 |
| Notes to Balance Sheet | F-4 |
of Independent Registered Public Accounting Firm
and the Board of Directors of
on the Financial Statement
the accompanying balance sheet of DFP Healthcare Acquisitions Corp. (the "Company") as of March 13, 2020, and the related
notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly,
in all material respects, the financial position of the Company as of March 13, 2020, in conformity with accounting principles
generally accepted in the United States of America.
statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As
part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion.
included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe
that our audit provides a reasonable basis for our opinion.
| /s/ WithumSmith+Brown, PC | |
| We have served as the Company's auditor since 2019. | |
| New York, New York | |
| March 19, 2020 |
HEALTHCARE ACQUISITIONS CORP.
| Assets: | ||||
| Current assets: | ||||
| Cash | $ | 1,507,436 | ||
| Prepaid expenses | 261,800 | |||
| Total current assets | 1,769,236 | |||
| Cash held in Trust Account | 230,000,000 | |||
| Total assets | $ | 231,769,236 | ||
| Liabilities and Stockholders' Equity: | ||||
| Current liabilities: | ||||
| Accrued expenses | $ | 265,000 | ||
| Franchise tax payable | 39,802 | |||
| Total current liabilities | 304,802 | |||
| Deferred underwriting commissions | 6,300,000 | |||
| Total liabilities | 6,604,802 | |||
| Commitments | ||||
| Class A common stock, $0.0001 par value; 22,016,443 shares subject to possible redemption at $10.00 per share | 220,164,430 | |||
| Stockholders' 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; 983,557 shares issued and outstanding (excluding 22,016,443 shares subject to possible redemption) | 98 | |||
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | |||
| Additional paid-in capital | 5,041,083 | |||
| Accumulated deficit | (41,752 | ) | ||
| Total stockholders' equity | 5,000,004 | |||
| Total liabilities and stockholders' equity | $ | 231,769,236 |
accompanying notes are an integral part of the balance sheet.
HEALTHCARE ACQUISITIONS CORP.
Organization, Business Operations and Basis of Presentation
Healthcare Acquisitions Corp. (the "Company") was incorporated as a Delaware corporation on November 1, 2019.
Company's sponsor is DFP Sponsor LLC, a Delaware limited liability company (the "Sponsor").
Company has selected December 31 as its fiscal year end.
Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more operating businesses that it has not yet selected ("Business Combination").
The Company has neither engaged in any operations nor generated revenue to date.
Company's management has broad discretion with respect to the specific application of the net proceeds of its proposed initial
public offering of Units (as defined in Note 3 below) (the "Initial Public Offering"), although substantially all
of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Business Combination.
Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination.
registration statement for the Company's Initial Public Offering was declared effective on March 10, 2020. On March 13,
2020, the Company consummated its Initial Public Offering of 23,000,000 units (the "Units" and, with respect
to the Class A common stock included in the Units being offered, the "Public Shares"), including 3,000,000 additional
Units to cover over-allotments (the "Over-Allotment Units"), at $10.00 per Unit, generating gross proceeds of $230.0 million,
and incurring offering costs of approximately $10.4 million, inclusive of approximately $6.3 million in deferred underwriting
commissions (Note 3).
with the closing of the Initial Public Offering, the Company consummated the private placement ("Private Placement")
of 3,733,334 warrants (each, a "Private Placement Warrant" and collectively, the "Private Placement Warrants")
at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $5.6 million
the closing of the Initial Public Offering and the Private Placement, $230.00 million ($10.00 per Unit) of the net proceeds
of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust
account (the "Trust Account") and will be invested in permitted United States "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as 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 that invest only in direct U.S. government treasury obligations.
HEALTHCARE ACQUISITIONS CORP.
Company's second amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned
on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until
the earlier of: (i) the completion of the Business Combination; (ii) the redemption of the Public Shares to its holders
(the "Public Stockholders") properly tendered in connection with a stockholder vote to amend the Company's certificate
of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares or with respect
to any other material provision relating to stockholders' rights or pre-initial Business Combination activity, or (iii) the
redemption of 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the
closing of the Initial Public Offering.
Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the
Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares,
regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund
its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes, or (ii) provide the Public
Stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to
their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released
to the Company to fund its working capital requirements and/or to pay taxes. The decision as to whether the Company will seek
stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made
by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and
whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder
approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted
in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause
its net tangible assets to be less than $5,000,001.
the Company holds a stockholder vote in connection with a Business Combination, a Public Stockholder will have the right to redeem
its shares for an amount in cash equal to their pro rata share of 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, including interest earned on the funds
held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual
limit of $500,000) and/or to pay its taxes. As a result, such common stock will be recorded at redemption amount and classified
as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB, ASC 480, "Distinguishing
Liabilities from Equity." The amount in the Trust Account is initially anticipated to be $10.00 per public share ($230.0 million
held in the Trust Account divided by 23,000,000 public shares).
Company will only have 24 months from the closing of the Initial Public Offering, or March 13, 2022, to complete its initial
Business Combination (the "Combination Period"). If the Company does not complete a Business Combination within this
period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably
possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust
Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an
annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as
promptly as possible following such redemption, liquidate and dissolve the balance of the Company's net assets to its remaining
stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company's officers and directors (the "initial
stockholders") have entered into a letter agreement with us, pursuant to which they have waived their rights to participate
in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders acquire shares
of common stock in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the
Company's redemption or liquidation in the event the Company does not complete a Business Combination within the required time