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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Healthcare Services Acquisition Corporation | NASDAQ:HCAR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.10 | 10.09 | 16.16 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
001-39823
|
85-2754095
|
||
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
20814
|
||
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each
exchange on which
registered
|
||
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant
|
HCARU
|
The Nasdaq Stock Market LLC
|
||
Class A Common Stock, par value $0.0001 per share
|
HCAR
|
The Nasdaq Stock Market LLC
|
||
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share
|
HCARW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
Page
No.
|
||
3
|
||
Item 1.
|
3
|
|
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
Item 2.
|
19 | |
Item 3.
|
23 | |
Item 4.
|
23 | |
24
|
||
Item 1.
|
24
|
|
Item 1A.
|
24
|
|
Item 2.
|
24 | |
Item 3.
|
24 | |
Item 4.
|
24 | |
Item 5.
|
24 | |
Item 6.
|
24 | |
25
|
Item 1. |
Condensed Financial Statements
|
June 30,
2021
|
December 31,
2020
|
|||||||
(Unaudited)
|
||||||||
Assets:
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
562,340
|
$
|
922,756
|
||||
Prepaid expenses
|
394,728
|
477,245
|
||||||
Total current assets
|
957,068
|
1,400,001
|
||||||
Investments held in Trust Account
|
331,213,300
|
331,191,879
|
||||||
Total Assets
|
$ |
332,170,368
|
$ |
332,591,880
|
||||
|
||||||||
Liabilities and Stockholders’ Equity:
|
|
|||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
81,763
|
$
|
8,823
|
||||
Accrued expenses
|
134,925
|
78,417
|
||||||
Due to related party
|
-
|
20,200
|
||||||
Franchise tax payable
|
70,154
|
69,091
|
||||||
Income tax payable
|
21,269
|
-
|
||||||
Total current liabilities
|
308,111
|
176,531
|
||||||
Deferred underwriting commissions
|
11,592,000
|
11,592,000
|
||||||
Accrued liabilities | 2,153,500 | - | ||||||
Derivative warrant liabilities
|
22,413,760
|
27,623,040
|
||||||
Total Liabilities
|
36,467,371
|
39,391,571
|
||||||
Commitments and Contingencies
|
||||||||
|
||||||||
Class A common stock, $0.0001 par value; 29,070,299 and 28,820,030
shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively
|
290,702,990
|
288,200,300
|
||||||
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; 4,049,701
and 4,299,970 shares issued and outstanding (excluding 29,070,299 and 28,820,030 shares subject to possible
redemption) as of June 30, 2021 and December 31, 2020, respectively
|
405
|
430
|
||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,280,000
shares issued and outstanding as of June 30, 2021 and December 31, 2020
|
828
|
828
|
||||||
Additional paid-in capital
|
4,765,677
|
7,268,342
|
||||||
Retained earnings (accumulated deficit)
|
233,097
|
(2,269,591
|
)
|
|||||
Total stockholders’ equity
|
5,000,007
|
5,000,009
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
332,170,368
|
$
|
332,591,880
|
|
For the Three Months Ended
June 30, 2021
|
For the Six Months Ended
June 30, 2021
|
||||||
|
(Unaudited)
|
(Unaudited)
|
||||||
General and administrative expenses
|
$
|
2,361,768
|
$
|
2,587,986
|
||||
General and administrative expenses - related party
|
60,000
|
120,000
|
||||||
Franchise tax expense
|
50,219
|
99,036
|
||||||
Total operating expenses
|
(2,471,987
|
)
|
(2,807,022
|
)
|
||||
Other income (expense)
|
||||||||
Investment income (loss) on Trust Account
|
(4,412
|
)
|
121,699
|
|||||
Change in fair value of derivative warrant liabilities
|
(6,375,360
|
)
|
5,209,280
|
|||||
Income (expense) before income tax expense
|
(8,851,759
|
)
|
2,523,957
|
|||||
Income tax expense
|
-
|
21,269
|
||||||
Net income (loss)
|
$
|
(8,851,759
|
)
|
$
|
2,502,688
|
|||
|
||||||||
Weighted average shares outstanding of Class A common stock
|
33,120,000
|
33,120,000
|
||||||
|
||||||||
Basic and diluted net income (loss) per share, Class A common stock
|
$
|
(0.00
|
)
|
$
|
0.00
|
|||
|
||||||||
Weighted average shares outstanding of Class B common stock
|
8,280,000
|
8,280,000
|
||||||
|
||||||||
Basic and diluted net income (loss) per share, Class B common stock
|
$
|
(1.07
|
)
|
$
|
0.30
|
|
Common Stock
|
Additional
|
Total
|
|||||||||||||||||||||||||
|
Class A
|
Class B
|
Paid-In
|
Retained Earnings
|
Stockholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
(Accumulated Deficit)
|
Equity
|
|||||||||||||||||||||
Balance - December 31, 2020
|
4,299,970
|
$
|
430
|
8,280,000
|
$
|
828
|
$
|
7,268,342
|
$
|
(2,269,591
|
)
|
$
|
5,000,009
|
|||||||||||||||
Class A Common stock subject to possible redemption
|
(1,135,445
|
)
|
(114
|
)
|
-
|
-
|
(7,268,342
|
)
|
(4,085,994
|
)
|
(11,354,450
|
)
|
||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
11,354,447
|
11,354,447
|
|||||||||||||||||||||
Balance - March 31, 2021 (unaudited)
|
3,164,525
|
316
|
8,280,000
|
828
|
$
|
-
|
4,998,862
|
5,000,006
|
||||||||||||||||||||
Class A Common stock subject to possible redemption
|
885,176
|
89
|
-
|
-
|
4,765,677
|
4,085,994
|
8,851,760
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(8,851,759
|
)
|
(8,851,759
|
)
|
|||||||||||||||||||
Balance - June 30, 2021 (unaudited)
|
4,049,701
|
$
|
405
|
8,280,000
|
$
|
828
|
$
|
4,765,677
|
$
|
233,097
|
$
|
5,000,007
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$
|
2,502,688
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Income from investments held in Trust Account
|
(121,699
|
)
|
||
Change in fair value of derivative warrant liabilities
|
(5,209,280
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
82,517
|
|
||
Accounts payable
|
72,940
|
|||
Accrued expenses
|
56,508
|
|||
Due to related party
|
(20,200
|
)
|
||
Franchise tax payable
|
1,063
|
|||
Income tax payable
|
21,269
|
|||
Accrued liabilities
|
2,153,500 | |||
Net cash used in operating activities
|
(460,694
|
)
|
||
Cash Flows from Investing Activities | ||||
Investment income released from Trust Account to pay taxes | 100,278 | |||
Net cash
provided by investing activities
|
100,278 | |||
Net change in cash
|
(360,416
|
)
|
||
Cash - beginning of the period
|
922,756
|
|||
Cash - end of the period
|
$
|
562,340
|
||
Supplemental disclosure of noncash activities:
|
||||
Change in value of Class A common stock subject to possible redemption
|
$
|
2,502,690
|
|
• |
Level 1, defined
as observable inputs such as quoted prices for identical instruments in active markets;
|
|
• |
Level 2,
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets
that are not active; and
|
|
• |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable.
|
|
For the Three Months Ended June 30, 2021
|
For the Six Months Ended June 30, 2021
|
||||||
Class A common stock
|
||||||||
Numerator: Income allocable to Class A common stock
|
||||||||
Income (loss) from investments held in Trust Account
|
$
|
(4,412
|
)
|
$
|
121,699
|
|||
Less: Company’s portion available to be withdrawn to pay taxes
|
-
|
(120,305
|
)
|
|||||
Net income attributable to Class A common stock
|
$
|
(4,412
|
)
|
$
|
1,394
|
|||
Denominator: Weighted average Class A common stock
|
||||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
33,120,000
|
33,120,000
|
||||||
Basic and diluted net income per share, Class A common stock
|
$
|
(0.00
|
)
|
$
|
0.00
|
|||
|
||||||||
Class B common stock
|
||||||||
Numerator: Net income (loss) minus net income allocable to Class A common stock
|
||||||||
Net income (loss)
|
$
|
(8,851,759
|
)
|
$
|
2,502,688
|
|||
Net income allocable to Class A common stock
|
4,412
|
(1,394
|
)
|
|||||
Net income (loss) attributable to Class B common stock
|
$
|
(8,847,347
|
)
|
$
|
2,501,294
|
|||
Denominator: Weighted average Class B common stock
|
||||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
8,280,000
|
8,280,000
|
||||||
Basic and diluted net loss per share, Class B common stock
|
$
|
(1.07
|
)
|
$
|
0.30
|
|
• |
in whole and not in part;
|
|
• |
at a price of
$0.01 per warrant;
|
|
• |
upon a
minimum of 30 days’ prior written notice of redemption; and
|
|
• |
if, and only
if, the last reported sale price of Class A common stock for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).
|
|
• |
in whole and
not in part;
|
|
• |
at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the
redemption date and the “fair market value” of Class A common stock;
|
|
• |
if, and only
if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted for stock splits, stock dividends, rights
issuances, subdivisions, reorganizations, recapitalizations and the like); and
|
|
• |
if and only
if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the Private Placement Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants, as
described above.
|
Fair Value Measured as of June 30, 2021
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account - US Treasury Securities
|
$
|
331,213,300
|
$
|
-
|
$
|
-
|
$
|
331,213,300
|
||||||||
Liabilities:
|
||||||||||||||||
Derivative warrant liabilities - Public Warrants
|
$
|
14,738,400
|
$
|
-
|
$
|
-
|
$
|
14,738,400
|
||||||||
Derivative warrant liabilities - Private Placement Warrants
|
$
|
-
|
$
|
7,675,360
|
$
|
-
|
$
|
7,675,360
|
Fair Value Measured as of December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account - US Treasury Securities
|
$
|
331,191,879
|
$
|
-
|
$
|
-
|
$
|
331,191,879
|
||||||||
Liabilities:
|
||||||||||||||||
Derivative warrant liabilities - Public Warrants
|
$
|
-
|
$
|
-
|
$
|
18,050,400
|
$
|
18,050,400
|
||||||||
Derivative warrant liabilities - Private Placement Warrants
|
$
|
-
|
$
|
-
|
$
|
9,572,640
|
$
|
9,572,640
|
Derivative warrant liabilities at December 31, 2020
|
$
|
27,623,040
|
||
Transfer of Public Warrants to Level 1
|
(18,050,400
|
)
|
||
Transfer of Private Warrants to Level 2
|
(9,572,640 | ) | ||
Change in fair value of derivative warrant liabilities
|
-
|
|||
Derivative warrant liabilities at March 31, 2021
|
- | |||
Change in fair value of derivative warrant liabilities
|
- | |||
Derivative warrant liabilities at June 30, 2021
|
$
|
-
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
Healthcare Services Acquisition Corporation
|
||
Date: August 16, 2021
|
By:
|
/s/ David T. Blair
|
Name: David T. Blair
|
||
Title: Chief Executive Officer
|
1 Year Healthcare Services Acqu... Chart |
1 Month Healthcare Services Acqu... Chart |
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